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HomeMy WebLinkAboutEJW Leadership Coaching and Consulting, LLC - 2022-11-03 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND EJW LEADERSHIP COACHING AND CONSULTING, LLC FOR NEW LEADER INTEGRATION WORKSHOP/COACHING SERVICES 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 EJW Leadership Coaching and Consulting, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide New Leadership Integration Workshop/Leadership Coaching services; 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 Elana J. Weinstein who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 22-12001/293785 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 N J , 2022 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years 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 Seven Thousand Nine Hundred Dollars ($7,900). 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. 22-12001/293785 2 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 November 3 , 2022 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years 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 Seven Thousand Nine Hundred Dollars ($7,900). 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. 22-12001/293785 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, pertaining to work done for the City, 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. 22-12001/293785 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 22-12001/293785 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. 22-12001/293785 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 22-12001/293785 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. CONSULTANT will be paid for all work completed to the satisfaction of the CITY prior to termination. 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 22-12001/293785 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 EJW Leadership Coaching & Consulting ATTN: City Manager ATTN: Elana J. Weinstein 2000 Main Street 205 West End Avenue, #4P Huntington Beach, CA 92648 New York, NY 10023 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. 22-12001/293785 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 22-12001/293785 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. 22-12001/293785 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. 22-12001/293785 11 of 12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, EJW LEADERSHIP & CONSULTING a municipal corporatio tate of Calif is By: AV Director/Chief (Pursuant To HBMC§3.03.100) print name APPROVED AS TO FORM: ITS: (circle one)Chairman/President/Vice President AND By: City AttorneyQ D l 0 ( print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. RECEIVE AND FILE: Secretary—Treasurer COUNTERPART City Clerk Date 101I /2.Z 22-12001/293785 12 of 12 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, FJW LEADERSHIP&CONSULTING a municipal corporation of the State of California By: Director/Chief (Pursuant To HBMC§3.03.100) print name APPROVED AS TO FORM: ITS:(circle woe)Chairman/President/Vice President AND By: City Attorney Date print name ITS: (circle mw)Secretary/Chief financial Officer/Asst. RECEIVE AND FILE: Secretary—Treasurer COUNTERPART City Clerk Date 22-12001/293795 12 of 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) New Leader Integration Workshop—a limited engagement to help leaders accelerate a positive transition with their new leadership team. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: SEE ATTACHED EXHIBIT A EXHIBIT A EXHIBIT A PROJECT BACKGROUND AND NEED Al Zelinka received m leadership coaching during his participation in the Bloomberg Harvard City Leadership Initiative program. In June 2022,Al transitioned from his role as City Manager of Riverside, CA to become City Manager for the city of Huntington Beach,CA. In coaching sessions with Elana,Al expressed interest in accelerating the process of team building and establishing psychological safety with his new leadership team.A"New Leader Integration Workshop"was discussed,in which Al could continue the process of receiving 36o feedback on his leadership style,and use insights to set the vision and direction for the team. DESCRIPTION OF WORK New Leader Integration Workshop-a limited engagement to help leaders accelerate a positive transition with their new leadership team.Workshop objectives: - Enable the new leader and their leadership team to enhance working relationships,specifically by establishing healthy communication and sharing practices. - Provide the team with the opportunity to share important team-level context,including what matters most to them,and what challenges or obstacles they are currently facing(i.e.areas where they request the new leader's help). - Provide a forum for the leader to share important values and expectations of the role. - Align on how to address any tensions that arise as a leadership team. Deliverables included in timeline below. TIMELINE FOR PROGRAM DESIGN A timeline for the development of the session is below. Ti Phase it:Team Insights Collection r.5 hours-November 3,2022 -Facilitator guides the group in a team discussion about the new leader and their team experience to date Phase 2:Data Analysis r hour-w/o November 7,2022 - Compilation and analysis of group feedback;preparation of report Phase 3: Leader receives insights; r hour-November ii,2o22 Team Discussion prep -to coaching session w/new leader Phase 4: Leader and Team 1-5 hours-November 18,2022 Discussion - New leader addresses team feedback; team building Phase5:r:1CoachingFollow-up rhour-w/oNovcmber2i3,2o22 -Check-in and action tannin LEADERSHIP COACHING SERVICES u i Leadership Coaching Deccmbcr 2022-December 2023 -m coaching sessions w/Al Zelinka 12 sessions(t session/month)-6o mins Format-Virtual Exce Team Check-ins TimingTBD - Facilitated sessions w/ Exec Team on team 2 sessions in 2023-6o mins each efleetiveness Format-Virtual EXHIBIT A COACHING CLIENT AGREEMENT Agreement between:Elana J.Weinstein(Coach) and (Client)whereby Coach agrees to provide Coaching Services for Client focusing on the following topics/results/outcomes/goals attached to this agreement(see"Leadership Coaching Services P.2 of SOW AI Zelinka 10.13.22). Description:Coaching is a partnership(defined as an alliance,not a legal business partnership)between the Coach and the Client in a thought-provoking and creative process that inspires the client to maximize personal and professional potential. Responsibilities: i.Client is responsible for creating and implementing his/her own physical,mental and emotional well-being,decisions, choices,actions and results.As such,the Client agrees that the Coach is not and will not be liable for any actions or inaction,or for any direct or indirect result of any services provided by the Coach.Client understands coaching is not therapy and does not substitute for therapy if needed,and does not prevent,cure,or treat any mental disorder or medical disease. 2.Client understands that coaching is not to be used as a substitute for professional advice by legal,mental,medical or Other qualified professionals and will seek independent professional guidance for such matters. 3.Client agrees to communicate honestly,be open to feedback and assistance,and create the time and energy to participate fully in coaching services. Services:The parties agree to engage in a t year or 12 sessions Coaching Program through virtual 6o-minute meetings. Coach will be available to Client by e-mail and phone in between scheduled meetings at no additional cost,with the agreement that extra calls be kept to 15 minutes.The time of the coaching meetings will be determined by Coach and Client based on a mutually agreed upon time. Confidentiality:This coaching relationship,as well as all information(documented or verbal)that the Client shares with the Coach as part of this relationship,is bound to confidentiality but is not considered a legally confidential relationship(like in Medicine or Law).The Coach agrees not to disclose any information pertaining to the Client without the Client's written consent.The Coach will not disclose the Client's name as a reference without the Client's consent.Confidential information does not include information that:(a)was in the Coach's possession prior to its being furnished by the Client;(b)is generally known to the public or in the Client's industry;(c)is obtained by the Coach from a third party,without breach of any obligation to the Client;(d)is independently developed by the Coach without use of or reference to the Client's confidential information;or(e)that the Coach is required by law to disclose. According to the ethics of the coaching profession,topics may be anonymously and hypothetically shared with other coaching professionals for training,supervision,mentoring,evaluation,further coach professional development and/or consultation purposes. Cancellation Policy:Client agrees that it is the Client's responsibility to notify the Coach 24 hours in advance of the scheduled calls/meetings(barring any emergency).Coach reserves the right to bill Client for a missed meeting.In the event the Coach is forced to reschedule,Coach will let Client know at least 48 hours in advance,if possible. Thank you! Please sign and return one copy of this Client Agreement prior to the first scheduled coaching meeting.Retain one copy for your records and mail the other to: Client•. —__ Coach:—Elana j.Weinstein Signature:_____—_—_---____-- Signature:_ Ec_�­krl'�:1 _ Date:--------------------- Date: 14/1M022 ----------- elana.weiimein@gmaitcom 1 EJW Leadership Coaching&Consulting LLC EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 50% of the project fee is invoiced upon project commencement ($3,950), and 50% of the project fee is invoiced upon project completion ($3,950). 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall 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. 3. CONSULTANT shall submit to CITY an invoice for each 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. 4. 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. Exhibit B i 1 DATE(MMfDDIYYYY) AC"MY CERTIFICATE OF LIABILITY INSURANCE 1o/17/zozz 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 CO A T NA E; BIBERK P CNE ,844-472-0967 AX o. 203-654-3613 P.O. Box 113247 MAIL customerservice@biBERK.com CT 06911 ADD ESS• INSURERS AFFORDING COVERAGE NAIL# INSURER A:Berkshire Hathaway Direct Insurance Company 10391 INSURED INSURER B! E3W Leadership Coaching and Consulting INSURER C: 205 West End Ave Apt 4P INSURERD: New York, NY 10023 INSURERE: INSURER F COVERAGE$ 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 PAPIID CLAIMS. lLIR TYPE ADDLSUBR POLICYNUMER PMiDDmFF M !OOL D P LIMITS COMMERCIAL GENERAL LIABILITY FACHOCCURRENCE $ CLAIMS-MADE OCCUR PREMISES(Eaoccurrence) $ MEDEXP Anyone son $ PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ POLICY El jEGT LOG PRODUCTS•COMPIOP AGG $ OTHER; $ AUTOMOBILELIABILITY COMB Ident) NGLELIMl7 $ ockle t ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY APPROVED As TO FORM er den S UMBRELLALIAB OCCUR �_ EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE 0y. GATES AGGREGATE S MI 1AM E,GNIM $ DED RETENTIONS t1AWA'IT WORKERS COMPENSATION (gyp HUNTII kill SP`T�TUTE ER" AND EMPLOYERS'LIABILITY CI fY ANYPROPRIETORIPARTNERIEXECUTIVE —] NIA E.L.EACH ACCIDENT $ OFFlCERIM EMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE.EA EMPLOYEE S If yes describe under DES6ilPT10N OF OPERATIONS below E.L.DISEASE•POLICY LIMIT $ A Professional Liability (Errors& N9PL829541 >o/zo/zozz 10/20/2023 Per Occurrence/ $1,000,000/ Omissions): Claims-Made Aggregate $1,000,000 DESCRIPTION OF OPERATIONS f LOCATIONS VEHICLES(ACORD tot,Addltlonal Remarks Schedule,may be attached if more space Is requlted) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main St Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. 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