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HomeMy WebLinkAboutJPR Leadership Consulting LLC DBA Shanetta Milton - 2019-09-30 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND JPR LEADERSHIP CONSULTING LLC DBA SHANETTA MILTON FOR LEADERSHIP CONSULTING THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and JPR Leadership Consulting LLC DBA Shanetta Milton, a limited liability company hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to facilitate a Leadership Coaching Program; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Chuck Adams, Interim Chief Financial Officer who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 19-8013/215293 agree/surfnet/professional svcs to$49 05/19-204132 1 of 12 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on September -50 , 2019 (the "Commencement Date"). This Agreement shall automatically terminate one (1) year from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit"A" shall be completed no later than one (1) year from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit"A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Six Thousand Dollars ($6,000.00). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 19-8013/215293 agree/surfnet/professional svcs to$49 05/19-204132 2 of 12 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 19-8013/215293 agree/surfnet/professional svcs to$49 05/19-204132 3 of 12 B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for 19-8013/215293 agree/surfnet/professional sves to$49 05/19-204132 4 of 12 CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 19-8013/215293 agree/surfnet/professional Svcs to$49 05/19-204132 5 of 12 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other 19-8013/215293 agree/surfnet/professionalsvcs to$49 05/19-204132 6 of 12 payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any 19-8013/215293 agree/surfnet/professional sves to$49 05/19-204132 7 of 12 financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach JPR Leadership Consulting LLC ATTN: Chuck Adams, Interim CFO DBA Shanetta Milton 2000 Main Street ATTN: Dr. Shanetta Milton Huntington Beach, CA 92648 20611 Sylvanwood Ave. Lakewood, California 90715 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19-8013/215293 agree/surfnet/profession al svcs to$49 05/19-204132 8 of 12 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of 19-8013/215293 agree/surfnet/professional Svcs to$49 05/19-204132 9 of 12 the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 19-8013/215293 agree/surfnet/professional svcs to$49 05/19-204132 10 of 12 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation,and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. 19-8013/215293 agree/surfnet/profess ion al svcs to$49 05/19-204132 11 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSUL"I'ANT, CITY OF EIUNTIiIICr`I°t N BEACH, JPR LEADERS1 1P CONSULTING [.,LC, a municipal corporation of the State; of DBA SIJAAETTA MILTON California v I irec:torfChielf'. �I ,-'(Pursuant To.H&VIC 3.03,100� tom-- APPROVED �1S TO FORM: �ti: (cr•r°city on" t:;h�airrtiarfii'a°t;siciantl •e President D City Attorii y Date print panic t I`S: (circle opte)Secretary/Chief Finaacial Officer/Asst. RE, FIVE ND FILE: secretary--Tr4'asurcr _. .. City Clerk Data COUNTERPART i 9-8013/215293 agreelsurfiietli)rofessiaai¢it sves to$49 05/19-204132 12 of 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, JPR LEADERSHIP CONSULTING LLC, a municipal corporation of the State of DBA SHANETTA MILTON California BY r , h .Director/Chief v Cp K (Pursuant To HBMC 3.03.100) print name APPROVED AS TO FORM: ITS: (circle one)Chairman/President/Vice President AND By: q City Attorney A Kat print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. RECEIVE AND FILE: Secretary—Treasurer City Clerk Date l c)121l 7 ez. COUNTERPART 19-8013/215293 agree/surfnet/professional svcs to$49 05/19-204132 12 of 12 EXHIBIT A i qj 1! Leadership Consulting Engagement Proposal for: Leadership Coaching Chuck Adams City of Hunington Beach Dr. Shanetta Milton (Robinson) September 11, 2019 EXHIBIT A Page 2of6 ENGAGEMENT PROPOSAL JPR Leadership Consulting will provide high quality Leadership Coaching designed to help the leader reflect on their current situation in light of the organization's future goals utilizing a 5-step process. 5 STEP PROCESS & ROLE OF THE COACH Step 1: Understand "what is" and the landscape as it should/could be. • Build rapport in order to facilitate the process of reflection through the use of assessment instruments and constructive feedback Step 2: Identify the gaps in leadership in order to encourage development. • Utilize a variety of tools and techniques to enable the leader to `break-out' of habitual patterns and explore new ways of thinking • Brainstorms a variety of alternatives to the current situation, probing beyond initial responses to unearth a broad spectrum of options • Encourages precise definition of goals Step 3: Create an action plan to bridge the gaps. • Create a detailed action plan with the leader • Work with the leader to check feasibility and achievability of plan. • Ensure commitment to the action plan • Use a broad spectrum of techniques and questioning styles to stimulate the leader to generate solutions for goal attainment • Ensure that the leader is committed to the solutions and options for development Step 4: Hone strengths and skills in order to effectively implement the action plan and accomplish goals. • The coach will actively teach and demonstrate the skills that are needed to leverage the strengths in order to effectively implement the `Action Plan' so that the leader can be successful Step 5: Sustain momentum through focused application. • Demonstrate continuing interest in the development of the executive through encouragement and reinforcement • Track the progress of the goals very carefully • Ensure that the skills are successfully transferred to the leader in order to avoid dependency issues ©JPR Leadership Consulting.All rights reserved. Confidential and Proprietary.May not be reproduced in any form without the express written permission of JPR Leadership Consulting. EXHIBIT A Page 3 of 6 ENGAGEMENT PROPOSAL PARTICIPANT OUTCOMES Participants emerge from this program with: ♦ Higher levels of Self-Awareness and Emotional Intelligence ♦ The Tools & Resources to support their leadership roles ♦ Improved ability to Engage with co-workers, staff, clients and administrators ♦ Exposure to the most effective leadership Concepts & Techniques WRAP-UP A final report will be submitted for review. This will include tracked data, both quantitative and qualitative. COST PROPOSAL $225.00 per coaching session with a commitment of 6 sessions' minimum per employee within the contracted period. Recommendation: 6 session minimum for each leader. Note: There may also be a $75 charge per leader for a `mental health session' in order to discuss any personal issues that may be hindering their development. Estimated cost includes: ♦ Design, development and facilitation ♦ Delivery of program ♦ All coaching material ♦ Wrap-up report (at the close of the contract) ♦ Status summaries (ongoing communications with client) ♦ Lunch and snacks provided by client. ♦ Location and A/V equipment provided by client. ©JPR Leadership Consulting.All rights reserved. Confidential and Proprietary.May not be reproduced in any form without the express written permission of JPR Leadership Consulting. EXHIBIT A Page 4 of 6 ENGAGEMENT PROPOSAL COST BREAKDOWN Qty Description #of Sessions Cost per Amount Session/Unit Total 4 Leadership Coaching 6 $225.00 $5400.00 for 1 employees. 4 Development Tools N/A $64.50 $258.00 *4 Mental Health Session N/A $75.00 $300.00 *denotes that item is suggested but not Subtotal: $5958.00 required. Tax: 0.00 Shipping: 0.00 Grand $5,958.00 Total: Contract period: Each session will last a minimum of 1-hour commencing September 11, 2019 through December 31,2019 (3 month period)given calendar days,holidays, scheduled breaks and availability of the coach and the leader. Proposed Schedule Month 2019-2020 Session Program Schedule September 2; Step 1 Assessment/Rapport Mental Meeting Step 2; Therapy Heath Session Session November 2 Step 3; Step 4 December 2 Step 5; Feedback Session ©JPR Leadership Consulting.All rights reserved. Confidential and Proprietary.May not be reproduced in any form without the express written permission of JPR Leadership Consulting. EXHIBIT A Page 5 of 6 ENGAGEMENT PROPOSAL ♦ MEET THE TEAM: Dr. Shanetta Milton is a principal consultant and CEO of JPR Leadership Consulting working with organizations that seek to develop high-performing teams by designing healthy corporate settings where employees can thrive. Shanetta is the visionary and founder of the Southern California Diversity IN Leadership Conference. Dr. Milton's professional experience includes over fifteen years of program management, coordination and training/development in the public, non-profit and financial industries. She has presented at various conferences and many forums related to organizational development, leadership, diversity, and youth/family empowerment. Her motto in life is "Achievement Requires Commitment". Currently, Dr. Milton is the Director of the Foster Grandparent Program and Adjunct Faculty Member with Pepperdine's Graduate School of Education& Psychology. She also is an Adjunct Professor in the College of Business Administration, as well as teaching an Industrial Organization Psychology course in the Psychology Department at CSULB. She is an Executive Board member for Cause for Celebration. Dr. Shanetta Milton received her B.A. in Psychology(2005) and Masters in Public Policy and Administration(2009) from California State University, Long Beach. Shanetta also holds MBA with a specialization in Human Resource Management. She completed her Doctoral (2013) studies in the Graduate School of Education&Psychology at Pepperdine University. Dr. Milton is also a certified Senior Professional of Human Resources (SPHR). Dr. Kerri Heath is a principal consultant at JPR Leadership Consulting and working with organizations that seek to develop high-performing teams by designing healthy corporate settings A, where employees can thrive. Dr. Heath is also the Assistant Vice Chancellor at Pepperdine University's Graduate School of Education and Psychology. She is a published author and speaker with a doctorate in Organizational Leadership and is completing a Doctorate of Philosophy in Global Leadership and Change. Dr. Heath has worked in higher education for fifteen years in a variety of capacities and focuses her research agenda on designing a thriving corporate culture, workplace fulfillment, women in leadership, work-family integration, leadership development, and cultural intelligence. Dr. Chris Warren is a principal consultant at JPR Leadership Consulting working with organizations that seek to develop high- performing teams by designing healthy corporate settings where employees can thrive. After receiving his PhD from Tulane University, Dr. Warren joined the Long Beach State faculty and since has taught courses at the undergraduate and graduate level, such as Training in Organizations, Group Dynamics, and Research ©JPR Leadership Consulting.All rights reserved. Confidential and Proprietary.May not be reproduced in any form without the express written permission of JPR Leadership Consulting. EXHIBIT A Page 6 of 6 ENGAGEMENT PROPOSAL Methods, and supervised numerous thesis projects, on topics ranging from Psychometrics to Sexual Harassment Training in Organizations. In addition to research presented at international conferences and publications focusing on emotions and stress at work, Dr. Warren has served as director of the Master's Program in Industrial/Organizational Psychology at Long Beach State where he trains many of I/O practitioners in the Southern California area. Dr. Warren also serves on the Executive Board for California Faculty Association and currently serves as liaison to the Program Assessment and Review Council at Long Beach State. Dr. Renee Dorn is a principal consultant at JPR Leadership. She earned her Bachelor in Business Administration - Management(B.B.A.) and her Master in Business Administration(M.B.A.) degrees from Prairie View. In 1999, she received her Juris Doctor (J.D.) degree from Texas Southern University-Thurgood Marshall School of Law, and in May 2013, she received her fourth degree, a Doctor of Education in Organizational Leadership (Ed.D.) from Pepperdine University. Dr. Dorn has worked in the field of education for over 15 years in different capacities. Her first job was Director of Development for a non-profit organization which recruited students and prepared them for college. She was a College Liaison at El Camino College working with many vice presidents, deans, and directors to organize and schedule classes for high school students to receive concurrent enrollment credit. As a Special Projects Administrator for one of the college vice presidents, Dr. Dorn worked on some political projects, which included voter registration and an economic summit sponsored by the college and the California Black Caucus. Also, in the community college arena, Dr. Dorn was an Adjunct Professor at West Los Angeles and East Los Angeles Community Colleges teaching business classes. While living in Florida, she was employed by General Electric Client Business Services, Inc., a Fortune 500 company, as a Tax and Fixed Assets Analyst. In the City of Inglewood, she was a Civil Service Board of Review Commissioner conducting hearings and deliberating on cases involving local city employees. Please note: Coach may change given the topic and availability. No one coach is guaranteed for all sessions conducted to fulfill the contract unless specified in advance. ©JPR Leadership Consulting.All rights reserved. Confidential and Proprietary.May not be reproduced in any form without the express written permission of JPR Leadership Consulting. EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Qty Description #of Sessions Cost per Amount Session/Unit Total 4 Leadership Coaching 6 $225.00 $5400.00 for 1 employees. 4 Development Tools N/A $64.50 $258.00 *4 Mental Health Session N/A $75.00 $300.00 *denotes that item is suggested but not required Subtotal: $595 8.00 Tax: 0.00 Shipping: 0.00 Grand Total: $5,958.00 B. Travel Charges for time during travel are not reimbursable. C. Billin 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 1 Exhibit B 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND JPR LEADERSHIP CONSULTING LLC DBA SHANETTA MILTON FOR LEADERSHIP CONSULTING Table of Contents 1 Scope of Services................................................................................................................ 1 2 City Staff Assistance...........................................................................................................2 3 Term; Time of Performance................................................................................................2 4 Compensation......................................................................................................................2 5 Extra Work..........................................................................................................................2 6 Method of Payment.............................................................................................................3 7 Disposition of Plans, Estimates and Other Documents.......................................................3 8 Hold Harmless.....................................................................................................................3 9 Professional Liability Insurance ..............................................................................4 10 Certificate of Insurance.......................................................................................................5 11 Independent Contractor.......................................................................................................6 12 Termination of Agreement..................................................................................................6 13 Assignment and Delegation..................................................................................................6 14 Copyrights/Patents ..............................................................................................................7 15 City Employees and Officials..............................................................................................7 16 Notices... .................................................................................................................7 17 Consent................................................................................................................................8 18 Modification........................................................................................................................8 19 Section Headings................................................................................................................. 8 20 Interpretation of this Agreement......................................................................................... 8 21 Duplicate Original...............................................................................................................9 22 Immigration..........................................................................................................................9 23 Legal Services Subcontracting Prohibited ...........................................................................9 24 Attorney's Fees..................................................................................................................... 10 25 Survival................................................................................................................................ 10 26 Governing Law..................................................................................................................... 10 27 Signatories............................................................................................................................ 10 28 Entirety................................................................................................................................. 10 29 Effective Date.................................................................................11 Aco CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/18/2019 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Daniel Scott NAME: BizInsure LLC PHONE 1-877-900-9998 FAX WC.222 Broadway#6 E-MAIL o Ext: A/C No Oakland,CA 94607,USA ADDRESS: Su ort bizinsure.com INSURERS AFFORDING COVERAGE NAIC# INSURER A: Beazley Insurance Company,Inc. 37540 INSURED INSURER B JPR Leadership Consulting INSURER C: 20611 Sylvanwood Ave. LAKEWOOD,CA 90715 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY-REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMIDD/YYYY MMIDD/YYYY GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ POLICY PRO LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT APPROVED AS TO FORM Ea accident $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED S� BODILY INJURY(Per accident) $ AUTOSAUTOS NON OWNED By: / PROPERTY DAMAGE $ HIRED AUTOSAUTOS MICHAEL E.GATES Peraccident CITY ATTORNEY 1 -$ UMBRELLA LIAB OCCUR CITY OF HUNTINGTON BEACH EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE. $ DED I I RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ ❑ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability(E&O) X X V13TP819PNPM 09/17/2019 09/17/2020 Coverage: $1,000,000 Aggregate: $2,000,000 Deductible: $1,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) The City Huntington Beach Officers,and Employees as additional insureds on the professional liability. CERTIFICATE HOLDER CANCELLATION The City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN HUNTINGTON BEACH,CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I /L- LOAN;t ID# ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD Effective date of this Endorsement: Sep 18 2019 This Endorsement is attached to and forms a part of Policy Number: V13TP819PNPM Beazley Insurance Company, Inc. referred to in this endorsement as either the"Insurer" or the "Underwriters" NUCLEAR EXCLUSION This endorsement modifies insurance provided under the following: BEAZLEY SPECIFIED PROFESSION PROFESSIONAL LIABILITY In consideration of the premium charged for the Policy, it is hereby understood and agreed that this Policy does not apply: I. Under any Liability Coverage, to injury, sickness, disease, death or destruction: (a) with respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b) resulting from the hazardous properties of nuclear material and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or(2)the insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. ll, Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization. III. Under any Liability Coverage, to injury, sickness, disease, death or destruction resulting from the hazardous properties of nuclear material, if: (a) the nuclear material (1) is at any nucear facility owned by, or operated by or on behalf of, an insured or(2) has been discharged or dispersed therefrom; (b) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (c) applies only to injury to or destruction of property at such nuclear facility. IV. As used in this endorsement: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material' means source material, special nuclear material or by-product material; "source material', "special nuclear material', and "by-product material' have the meanings given them in the Atomic Energy Act 1954 or in any law amendatory thereof; "spent fuel' means any fuel element or fuel BICMU05090406 Page 1 of 2 component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material (1) containing by-product material and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility under paragraph (a) or(b) thereof; "nuclear facility" means: (a) any nuclear reactor, (b) any equipment or device designed or used for(1) separating the isotopes of uranium or plutonium, (2) processing or utilizing spent fuel, or(3) handling, processing or packaging waste, (c) any equipment or device used for the processing, fabricating or alloying of-special nuclear material if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. All other terms and conditions of this Policy remain unchanged. Authorized Representative BICMU05090406 Page 2 of 2 Effective date of this Endorsement: Sep 18 2019 This Endorsement is attached to and forms a part of Policy Number: V13TP819PNPM Insurer: Beazley Insurance Company, Inc. TERRORISM EXCLUSION This endorsement modifies insurance provided under the following: BEAZLEY SPECIFIED PROFESSION PROFESSIONAL LIABILITY In consideration of the premium charged for the Policy, it is hereby understood and agreed that notwithstanding any provision to the contrary within this insurance or any endorsement thereto it is agreed that this insurance excludes loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any act of terrorism regardless of any other cause or event contributing concurrently or in any other sequence to the loss, including without limitation, loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to the foregoing. For the purpose of this endorsement an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons,whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear. All other terms and conditions of this Policy remain unchanged. Authorized Representative BICMU05080406 Page 1 of 1 Effective date of this Endorsement: Sep 18 2019 This Endorsement is attached to and forms a part of Policy Number: V13TP819PNPM Beazley Insurance Company, Inc. referred to in this endorsement as either the "Insurer" or the "Underwriters" WAR AND CIVIL WAR EXCLUSION This endorsement modifies insurance provided under the following: BEAZLEY SPECIFIED PROFESSION PROFESSIONAL LIABILITY In consideration of the premium charged for the Policy, it is hereby understood and agreed that notwithstanding anything to the contrary contained herein this Policy does not cover loss or damage directly or indirectly occasioned by, happening through or in consequence of war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority. All other terms and conditions of this Policy remain unchanged. Authorized Representative BICMU05070406 Page 1 of 1 Effective date of this Endorsement: Sep 18 2019 This Endorsement is attached to and forms a part of Policy Number: V13TP819PNPM Beazley Insurance Company, Inc. referred to in this endorsement as either the"Insurer" or the "Underwriters" SPECIFIED SERVICES EXCLUSION This endorsement modifies insurance provided under the following: BEAZLEY SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY In consideration of the premium charged for the Policy, it is hereby understood and agreed that the coverage under this Insurance does not apply to Damages, Privacy Notification Costs, Penalties or Claims Expenses in connection with or resulting from any Claim arising out of or resulting from: 1. any financial auditing, accounting, or actuarial services or services as a licensed architect or licensed engineer involved in the sealing or stamping of drawings or documents; 2. any legal services, including, but not limited to: a. services performed for others which by law can only be performed by licensed attorneys; regardless of whether any such services were performed by a licensed attorney; b. services performed for others by a licensed attorney as an administrator, conservator, executor, trustee, guardian or committee or in any similar fiduciary capacity incidental to the practice of law; and C. services performed for others by a licensed attorney as a notary public; 3. any financial advice relating to investments and/or mergers or acquisitions; 4. the performance of, or failure to perform, Professional Services in connection with any entity engaged in the manufacture, sale or advertising of any tobacco products or firearms; 5. any nuclear waste, nuclear facility, nuclear systems, or nuclear weapons, provided, that this exclusion 5. shall not apply to non-nuclear Professional Services performed at nuclear facilities or-nuclear systems; or 6. any weapons systems; it is agreed that the term "weapons systems" does not include weapon simulators used for training purposes. All other terms and conditions of this Policy remain unchanged. Authorized Representative E05451 Page 1 of 1 022014 ed. Effective date of this Endorsement: Sep 18 2019 This Endorsement is attached to and forms a part of Policy Number: V13TP819PNPM Beazley Insurance Company, Inc. referred to in this endorsement as either the "Insurer" or the "Underwriters" CALIFORNIA AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: BEAZLEY SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY 1. Clause III. THE INSURED AND THE INSURED ORGANIZATION, paragraph G., is replaced by the following: G. The lawful spouse, including any natural person qualifying as a domestic partner under the provisions of any applicable federal, state, or local law in the United States, of any Insured, but solely by reason of any act, error or omission of an Insured other than such spouse or domestic partner. The term spouse shall also include a registered domestic partner under California law. 2. Clause VI. DEFINITIONS, paragraph K. Damages, item 6. is replaced by the following: 6. punitive or exemplary damages; 3. Clause XIV. CANCELLATION, paragraph B. is replaced by the following: B. 1. If this Policy has been in effect for less than sixty (60) days, it may be cancelled by the Underwriters by mailing or delivering to the first Named Insured and producer of record, if any, written notice stating when, not less than sixty (60) days thereafter, such cancellation shall be effective. However, if the Underwriters cancel this Insurance because the Insured has failed to pay a premium when due, this Policy may be cancelled by the Underwriters by mailing or delivering to the first Named Insured and producer of record, if any, written notice stating when, not less than ten (10) days thereafter, such cancellation shall be effective. 2. If this Policy has been in effect for more than sixty (60) days, or if this Policy is a renewal, the Underwriters may only cancel for one or more of the following reasons: (a) nonpayment of premium, including payment due on a prior policy issued by the Underwriters and due during the current policy term covering the same risks; (b) a judgment by a court or an administrative tribunal that the Named Insured has violated any law of this state or of the United States having as one of its necessary elements an act that materially increases any of the risks insured against; (c) discovery of fraud or material misrepresentation by either of the following: (1) The Insured or his or her representative in obtaining the insurance; or (2) The Named Insured or his or her representative in pursuing a Claim under the Policy; (d) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by the Named Insured or his or her representative, which materially increase any of the risks insured against; A01100CA Page 1 of 3 022014 ed. (e) Failure by the Named Insured or his or her representative to implement reasonable loss control requirements that were agreed to by the Insured as a condition of policy issuance or that were conditions precedent to the use by the Underwriters of a particular rate or rating plan, if the failure materially increases any of the risks insured against; (f) A determination by the commissioner that the loss of, or changes in, the Underwriters' reinsurance covering all or part of the risk would threaten the financial integrity or solvency of the Underwriters; (g) A determination by the commissioner that a continuation of the policy-coverage would place the Underwriters in violation of the laws of this state or the state of its domicile or that the continuation of coverage would threaten the solvency of the Underwriters; or (h) A change by the Named Insured or his or her representative in the activities or property of the commercial or industrial enterprise that results in a material added risk, a materially increased risk, or a materially changed risk, unless the added, increased, or changed risk is included in the Policy. Under this paragraph B.2., if cancellation is for a reason stated in items B.2.(b) through 13 2.(h), the Underwriters may cancel this Policy by mailing or delivering to the first Named Insured and producer of record, if any, written notice stating when, not less than sixty (60) days thereafter, such cancellation shall be effective. However, if the Underwriters cancel this Insurance because of nonpayment of premium, this Policy may be cancelled by the Underwriters by mailing or delivering -a written notice of cancellation to the first Named Insured and producer of record, if any, stating when, not less than ten (10) days thereafter, such cancellation shall be effective. 3. The time of surrender or the effective date and hour of cancellation stated in the notice shall become the end of the Policy Period. 4. Notice will be mailed or delivered to the address shown in the Declarations and shall state the reason or reasons for cancellation. 5. If the notice is mailed, mailing of notice shall be sufficient proof of notice. 4. Clause XIV. CANCELLATION, paragraph F. is replaced by the following: F. Premium adjustment will be made within eighty (80) business days after the Underwriters first receive notice of the event that generated the unearned premium, but payment or tender of unearned premium is not a condition of cancellation. 5. The following is added to the Policy: NON-RENEWAL A. This Policy may be non-renewed by the Underwriters by mailing or delivering to the first Named Insured and producer of record, if any, written notice at least sixty (60) days, but no more than one hundred, twenty(120) days, before the end of the Policy Period. B Notice will be mailed or delivered to the address shown in the Declarations and shall state the reason or reasons for cancellation. C. If the notice is mailed, mailing of notice shall be sufficient proof of notice. D. No notice is required if: A01100CA Page 2 of 3 022014 ed. 1. the transfer of, or renewal of, the Policy, without a change in terms or conditions or the rate on which the premium is based between the Underwriters and any members of the Underwriters' same insurance group; 2. the Policy has been extended for ninety (90) days or less, if notice has been given as required in paragraph A. above prior to the extension; 3. the-Named Insured has obtained replacement coverage or has agreed, in writing, within sixty (60) days of the termination of the Policy, to obtain that coverage; 4. the Policy is for a period of no more than sixty (60) days and the Named Insured has been notified at the time of issuance that it may not be renewed; 5. the first Named Insured requests a change in the terms or, conditions or risks covered by the Policy within sixty (60) days prior to the end of the Policy Period; or 6. the Underwriters have made a written offer to the first Named Insured, within the time period specified in paragraph A. above, to renew the Policy under changed terms or conditions or at a changed premium rate that results in an increase of more than twenty-five percent (25%). The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent with or contrary to the provisions of this Amendatory Endorsement, unless such Policy or endorsement provisions comply with the applicable insurance laws of this state. All other terms and conditions of the Policy remain unchanged. Authorized Representative A01100CA Page 3 of 3 022014 ed. CALIFORNIA DISCLOSURE NOTICE If this Policy is cancelled by the Named Insured, the Company shall refund ninety percent(90%) of the prorata unearned premium. A01101 CA Page 1 of 2 022014 ed. Bizlnsure LLC Effective date of this Endorsement: Sep 18 2019 This Endorsement is attached to and forms a part of Policy Number: V13TP819PNPM Beazley Insurance Company, Inc. referred to in this endorsement as either the"Insurer" or the "Underwriters" ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BEAZLEY SPECIFIED PROFESSIONS PROFESSIONAL LIABILITY In consideration of the premium charged for the Policy, it is hereby understood and agreed that: 1. Clause V. EXCLUSIONS B.1. is deleted in its entirety and replaced with the following: 1. if any of the means any principal, partner, corporate officer, director, Manager, general counsel (or most senior legal counsel) or risk manager of the Insured Organization and any individual in a substantially similar position of the Insured Organization (or any person in a substantially similar position as those referenced above, or with substantially similar responsibilities as those referenced above, irrespective of the exact title of such individual, and any individual who previously held any of the above referenced positions) of the Insured Organization on or before the inception date knew or could have reasonably foreseen that such act, error or omission might be expected to be the basis of a Claim; or of the Named Insured on or before the inception date knew or could have reasonably foreseen that such act, error or omission might be expected to be the basis of a Claim; or 2. Clause VI. DEFINITIONS, HH. Subsidiary, paragraphs 2. and 3. are deleted in;heir entirety and replaced as follows: 2. acquires Management Control after the inception date of this Policy, provided the revenues of the entity do not exceed twenty five percent (25%) of the Named Insured's annual revenues for the four quarterly periods directly preceding inception of the Policy Period; or 3. acquires Management Control after the inception date of this Policy, provided that if the revenues of the entity exceed twenty five percent (25%) of the Named Insured's annual revenues for the four quarterly periods directly preceding inception of the Policy Period, . the provisions of Clause XV., Mergers and Acquisitions, must be fulfilled; 3. Clause IX. NOTICE OF CLAIM, LOSS OR CIRCUMSTANCE THAT MIGHT LEAD TO A CLAIM, paragraphs A. and C. are deleted in their entirety and replaced with the following: A. If any Claim is made against the Insured, the Insured, upon knowledge of the means any principal, partner, corporate officer, director, Manager, general counsel (or most senior legal counsel) or risk manager of the Insured Organization and any individual in a substantially similar position of the Insured Organization, and any individual in a substantially similar position as those referenced above, or with substantially similar responsibilities as those referenced above, irrespective of the exact title of such individual and any individual who previously held any of the above referenced positions, shall forward as soon as practicable to the Underwriters through persons named in Item 9(a) of the Declarations written notice of such Claim in the form of a telecopy, email, or express or certified mail together with every demand, notice, summons or other process received by the Insured or the Insured's representative. Notwithstanding the foregoing, in no event shall the Underwriters be given notice of a Claim later than the end of the Policy Period, the end of the Optional Extension Period (if applicable), or sixty (60) days after E07312 Page 1 of 3 062015 ed. Bizlnsure LLC the expiration date of the Policy Period in the case of Claims first made against the Insured during the last sixty (60) days of the Policy Period. C. If during the Policy Period, the means any principal, partner, corporate officer, director, Manager, general counsel (or most senior legal counsel) or risk manager of the Insured Organization and any individual in a substantially similar position of the Insured Organization, and any individual in a substantially similar position as those referenced above, or with substantially similar responsibilities as those referenced above, irrespective of the exact title of such individual and any individual who previously held any of the above referenced positions, first becomes aware of any circumstance that could reasonably be the basis for a Claim it may give written notice to the Underwriters in the form of a telecopy, email or express or certified mail through persons named in Item 9(a) of the Declarations as soon as practicable during the Policy Period. Such notice must include: 1. the specific details of the act, error or omission in the provision of Professional Services, or relating to a Security Breach that could reasonably be the basis for a Claim; 2. the injury or damage which may result or has resulted from the circumstance; and 3. the facts by which the-means any principal, partner; corporate officer, director, Manager, general counsel (or most senior legal counsel) or risk manager of the Insured Organization and any individual in a substantially similar position of the Insured Organization, and any individual in a substantially similar position as those referenced above, or with substantially similar responsibilities as those referenced above, irrespective of the exact title of such individual and any individual who previously held any of the above referenced positions, first became aware of the act, error, or omission or Security Breach. Any subsequent Claim made against the Insured arising out of such circumstance which is the subject of the written notice will be deemed to have been made at the time written notice complying with the above requirements was first given to the Underwriters. 4. Clause XV. MERGERS AND ACQUISITIONS, paragraph A., Newly Acquired Subsidiaries, is deleted in its entirety and replaced as follows: A. Newly Acquired Subsidiaries If during the Policy Period the Named Insured or any Subsidiary acquires any entity whose annual revenues are more than twenty five percent (25%) of the Named Insured's total annual revenues for the four quarterly periods directly preceding inception of the Policy Period, then, subject to the Policy Period and all other terms and conditions of this Policy, coverage under this Policy shall be afforded for a period of sixty (60) days, but only for any Claim that arises out of any act, error or omission first committed or incident or event first occurring after the entity becomes so owned. Coverage beyond such sixty (60) day period shall only be available if the Named Insured gives the Underwriters written notice of the acquisition, obtains the written consent of the Underwriters to extend coverage beyond such sixty (60) day period to the entity and agrees to pay any additional premium required by the Underwriters. E07312 Page 2 of 3 062015 ed. Bizlnsure LLC All other terms and conditions of this Policy remain unchanged. Authorized Representative E07312 Page 3 of 3 062015 ed. CITY OF HUNTINGTON BEACH RECEIVED Professional Service Approval Form SEP 18 2019 PART I Finance Department Date: 9/18/2019 Project Manager Name: Chuck Adams Requested by Name if different from Project Manager: Department: Finance PARTS I OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED BY THE CITY MANAGER, FOR APPROVAL, BEFORE PROCEEDING WITH THE SOLICITATION OR CONTRACT PROCESS. PART I MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Briefly provide the purpose for the agreement: Leadership consulting 2) Estimated cost of the services being sought: $ not to exceed $6,000 3) Are sufficient funds available to fund this contract? ® Yes ❑ No If no, please explain: 4) Check below how the services will be obtained: ❑ A Bid solicitation process in accordance to the MC 3.03.060 procedures will be conducted. ❑ MC 3.03.08(b)—Other Interagency Agreement procedure will be utilized. ® MC 3.03.08—Contract Limits of$30,000 or less exempt procedure will be utilized. 5) Is this contract generally described on the list of professional service contracts approved by the City Council? If the answer to this question is "No," the contract will require approval from the City Council.) ® Yes ❑ No Fiscal Servic s Manager Signature (Purchasing Approval) Dat 6) Amount, Business Unit(8 digits) and Object Code (5 digits)where funds are budgeted (Please note that a budget check will occur at the object code level): Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 19/20 10035201.69365 $6,000 $ $ $ Budget Approval a e a l � Dep rtment Head Signature(s) D to 19 Chief Financial Office ignature 9ate Assistant City ger's Signature D to APPROVED DENIED ❑ ell City Manager Signature D to professional service approval form-part i.doc REV: February 2015 CITY OF HUNTINGTON BEACH RECEIVED Professional Service Approval Form SEP 18 2019 PART II Finance Department Date: 9/18/2019 Project Manager: Chuck Adams Requested by Name if different from Project Manager: Department: Finance PARTS I & II OF THE PROFESSIONAL SERVICES CONTRACTS APPROVAL FORM MUST BE COMPLETED BY THE REQUESTING DEPARTMENT AND SIGNED FOR APPROVAL. PART I & 11 MUST BE FILED WITH ALL APPROVED CONTRACTS. 1) Name of consultant: JPR Leadership Consulting LLC dba Shanetta Milton 2) Contract Number: FIN 3) Amount of this contract: $not to exceed $6,000.00 Account number Contractual Dollar Amount Business unit. object# Fiscal Year Fiscal Year Fiscal Year Fiscal Year 19/20 10035201.69365 $6,000.00 $ $ $ 4) Is this contract less than $50,000? E Yes ❑ No 5) Does this contract fall within $50,000 and $100,000? ❑ Yes E No 6) Is this contract over$100,000? ❑ Yes E No (Note: Contracts requiring City Council Approval need to be signed by the Mayor and City Clerk. Make sure the appropriate signature page is attached to the contract.) 7) Were formal written proposals requested from at least three available qualified consultants? ❑ Yes E No 8) Attach a list of consultants from whom proposals were requested (including a contact telephone number.) 9). Attach Exhibit A, which describes the proposed scope of work. 10) Attach Exhibit B, which describes the payment terms of the contract. Department Head Date Fiscal Servicei Manager(Purchasing) D to ��' Bu�dget an e�Appro�valSig`nature Date Chief Financial Officer(or designee) Signature ate professional service approval form-part ii.doc