Seal Beach City Council
March 9, 2026

A G E N D A

MEETING OF THE CITY COUNCIL
Monday, March 9, 2026 ~ 7:00 PM
City Council Chambers
211 Eighth Street
Seal Beach, California

LISA LANDAU
MAYOR
Third District

BEN WONG
MAYOR PRO TEM
Second District

JOE KALMICK
COUNCIL MEMBER
First District

PATTY SENECAL
COUNCIL MEMBER
Fourth District

NATHAN STEELE
COUNCIL MEMBER
Fifth District
This Agenda contains a brief general description of each item to be considered. No action or discussion shall be taken on any item not appearing on the agenda, except as otherwise provided by law. Supporting documents, including agenda staff reports, and any public writings distributed by the City to at least a majority of the Council Members regarding any item on this agenda are available on the City’s website at www.sealbeachca.gov.

City Council meetings are broadcast live on Seal Beach TV-3 and on the City's website (www.sealbeachca.gov). Check SBTV-3 schedule for the rebroadcast of meetings.    The meetings are also available on demand on the City’s website (starting 2012).

In compliance with the Americans with Disabilities Act of 1990, if you require disability related modifications or accommodations, including auxiliary aids or services to attend or participate in the City Council meeting, please call the City Clerk's office at (562) 431-2527 at least 48 hours prior to the meeting.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

COUNCIL ROLL CALL

PRESENTATIONS / RECOGNITIONS
• American Red Cross Month – 2026 Proclamation
• Orange County Older Adults Advisory Commission (OACC) Presentation

ORAL COMMUNICATIONS
At this time members of the public may address the Council regarding any items within the subject matter jurisdiction of the City Council. Pursuant to the Brown Act, the Council cannot discuss or take action on any items not on the agenda unless authorized by law. Matters not on the agenda may, at the Council's discretion, be referred to the City Manager and placed on a future agenda.

Those members of the public wishing to speak are asked to come forward to the microphone and state their name for the record. All speakers will be limited to a period of five (5) minutes. Speakers must address their comments only to the Mayor and entire City Council, and not to any individual, member of the staff or audience. Any documents for review should be presented to the City Clerk for distribution. Speaker cards will be available at the Clerk’s desk for those wishing to sign up to address the Council, although the submission of a speaker card is not required in order to address the Council.

Public Comment from Scott Levitt
Public Comment from Lucy Jackson

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS

ORDINANCES
By motion of the City Council this is the time to notify the public of any changes to the agenda and /or rearrange the order of the agenda.

CITY ATTORNEY REPORT Nicholas Ghirelli, City Attorney
CITY MANAGER REPORT Patrick Gallegos, City Manager

COUNCIL COMMENTS
General Council Member comments and reporting pursuant to AB 1234.

COUNCIL ITEMS – None

CONSENT CALENDAR
Items on the consent calendar are considered to be routine and are enacted by a single motion with the exception of items removed by Council Members.

A. Approval of the City Council Minutes - That the City Council approve the minutes of the Regular City Council meeting held on February 23, 2026.

B. Demand on City Treasury (Fiscal Year 2026) - Ratification.

C. Amendment 1 to the Professional Services Agreement with Fieldman, Rolapp & Associates, Inc. for Municipal Advisory Services - That the City Council adopt Resolution 7745: 1. Approving Amendment 1 to the Professional Services Agreement with Fieldman, Rolapp & Associates, Inc. for Municipal Advisory Services, extending the term to March 21, 2031; and, 2.

Authorizing the City Manager to execute Amendment 1 on behalf of the City.

D. Authorization to Donate Surplus AXON TASER 7 Conducted Energy Weapons to the Village of Hamburg, New York Police Department - That the City Council adopt Resolution 7746: 1. Designating AXON TASER 7 Conducted Energy Weapon (CEW) equipment as surplus City-owned property no longer required for departmental operations and authorizing its disposition; and, 2. Authorizing the Seal Beach Police Department to donate surplus AXON TASER 7 Conducted Energy Weapon (CEW) equipment to the Village of Hamburg, New York, Police Department.

ITEMS REMOVED FROM THE CONSENT CALENDAR

PUBLIC HEARING
E. Approving a Fee Increase for the Seal Beach Marine Safety Junior Lifeguard Program, Amending the City’s Cost Recovery Schedule, and Approving the Associated Budget Adjustment - That the City Council adopt Resolution 7747: 1. Approving    a fee increase for the Seal Beach Marine Safety Junior Lifeguard Program; and, 2. Amending  the City’s Cost Recovery Schedule; and, 3.  Approving Budget Amendment BA# 26-09-01 to increase the Junior Lifeguard budget for Fiscal Year 2025/2026 in the amount of $17,500.00.

UNFINISHED / CONTINUED BUSINESS – None
NEW BUSINESS – None

ADJOURNMENT
Adjourn the City Council to Monday, March 23, 2026 at 5:30 p.m. to meet in closed session, if deemed necessary.

CITY COUNCIL NORMS:

Adopted on June 12, 2023
• Maintain a citywide perspective, while being mindful of our districts. • Move from I to we, and from campaigning to governing. • Work together as a body, modeling teamwork and civility for our community. • Assume good intent.
• Disagree agreeably and professionally.
• Utilize long range plans to provide big picture context that is realistic and achievable. • Stay focused on the topic at hand.  Ensure each member of Council has an opportunity to speak.
• Demonstrate respect, consideration, and courtesy to all. • Share information and avoid surprises.
• Keep confidential things confidential.
• Respect the Council/Manager form of government and the roles of each party. • Communicate concerns about staff to the City Manager; do not criticize staff in public.

CIVILITY PRINCIPLES:

Treat everyone courteously;
Listen to others respectfully;
Exercise self-control;
Give open-minded consideration to all viewpoints;
Focus on the issues and avoid personalizing debate; and, Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive public process, and tools for forging sound decisions.

FOLLOW US ON FACEBOOK FOLLOW US ON INSTAGRAM FOLLOW US ON TWITTER/X

@CITYOFSEALBEACH                                                             @CITYOFSEALBEACHCA                                    @SEALBEACHCITYCA @SEALBEACHRECREATION&COMMUNITYSERVICES       @SEALBEACH_LIFEGUARD @SEALBEACHPOLICEDEPARTMENT                                    @SEALBEACHPOLICE @SEALBEACHPUBLICWORKS
@K9YOSA
@K9.SAURUS

ORANGE COUNTY

OLDER ADULTS ADVISORY

COMMISSION
Purpose
Area Agency on Aging:
• Federal and State rules and
regulations require
appointment for a local Older
Adult Advisory Commission
Advises Orange County and the
Office on Aging:
• Matters affecting older adults
• Inventory services available to
older adults
• Promote and support local
initiatives and goals
Older Americans Act
Older Californians Act
Membership
40 Members
• At least half must be 60+
• Representatives of local communities
Positions
• 10 members appointed by Orange County
Board of Supervisors
• 10 members appointed by City Selection
Committee
• 20 members appointed by Commission’s
Executive Committee
2026-2027 Goals
Goal 1: Information Access
• Promote community services for older adults
and caregivers to boost awareness and
access
Goal 2: Aging in Place
• Promote resources that support older adults to
age safely and independently at home
Meetings
Webpage
bit.ly/OCOAAC
Agenda Updates
bit.ly/OCOAAC-Agendas
Interested in joining?
bit.ly/Join-OCOAAC
officeonaging.ocgov.com
Direct Services
Direct Services
Information & Assistance Call Center
Health and Community Education
Aging & Disability Resource Connection (ADRC)
Direct services include, but are not limited to:

Contracted Services
Contracted services include, but are not limited to:

Contracted Services
Nutrition Programs
Caregiver Support Programs
Adult Day Care
Case Management & In-Home Services
Senior Center Activities
Transportation
Legal Services / Elder Abuse Prevention
Senior Community Service Employment Program (SCSEP)
Health Insurance Counseling & Advocacy Program (HICAP)
• Referrals to services/programs
for older adults, individuals with
disabilities, caregivers, and
Veterans
• Call Center Representatives
o Can provide information in
Spanish, Vietnamese,
Chinese, Korean, and other
languages
Information & Assistance
(714) 480-6450
MON-FRI: 8 AM – 5 PM
bit.ly/2025OoABrochure
Online Resources Directory
Located on
Office on Aging Homepage
Mobile App

SCAN THE QR CODES TO

DOWNLOAD THE APP
officeonaging.ocgov.com
(714) 480-6450
Contact OC Office on Aging
/OCOoA @oc_ooa
[email protected]
Sign up for our
newsletter!

Agenda Item A

AGENDA STAFF REPORT
DATE: March 9, 2026
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, City Manager
FROM: Gloria D. Harper, City Clerk
SUBJECT: Approval of the City Council Minutes
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council approve the minutes of the Regular City Council meeting held on February 23, 2026.

BACKGROUND AND ANALYSIS:

This section does not apply.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

No legal analysis is required for this item.

FINANCIAL IMPACT:

There is no financial impact for this item.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council approve the minutes of the Regular City Council meeting held on February 23, 2026.

SUBMITTED BY: NOTED AND APPROVED:

Gloria D. Harper Patrick Gallegos
Gloria D. Harper, City Clerk Patrick Gallegos, City Manager Prepared by: Brandon DeCriscio, Deputy City Clerk
ATTACHMENTS:

A. Minutes - Regular Session, February 23, 2026
Seal Beach, California
February 23, 2026
The City Council met in Regular Session at 7:03 p.m. in the City Council Chambers.

Mayor Pro Tem Wong led the Pledge of Allegiance.

ROLL CALL

Present: Mayor Landau
Council Members: Kalmick, Wong, Senecal, Steele

Absent: None
City Staff: Nicholas R. Ghirelli, City Attorney
Patrick Gallegos, City Manager
Michael Henderson, Police Chief
Barbara Arenado, Director of Finance
Iris Lee, Director of Public Works
Shaun Temple, Interim Director of Community Development Gloria D. Harper, City Clerk
Craig Covey, Orange County Fire Authority, Division 1 Chief Nick Nicholas, Police Captain
Mike Ezroj, Police Captain
Tim Kelsey, Recreation Manager
Michael Peterman, Human Resources Manager
Sean Low, Deputy Director of Public Works

PRESENTATIONS / RECOGNITIONS
• Seal Beach Lions Club 87th Anniversary Proclamation
• Orange County Fire Authority Division 1 Update
• Conservation Corps of Long Beach Pacific Coast Highway (PCH) Median Presentation

ORAL COMMUNICATIONS
Mayor Landau opened oral communications. Speakers: Charles Kluger, Stephanie Wade, Roger Noor, Nicholas Rocha, Jamie Rocha, Chad Berlinghieri, Ken Seiff, Karen Nolta, and an Anonymous Speaker addressed the City Council. Mayor Landau closed oral communications.

Eighteen Supplemental Communications were received after posting the agenda; they were distributed to the City Council and made available to the public.

APPROVAL OF AGENDA & WAIVER OF FULL READING OF RESOLUTIONS AND

ORDINANCES
Mayor Landau recommended rearranging the agenda to consider Item L before Item K.

Mayor Pro Tem Wong moved, second by Council Member Senecal, to approve the agenda and rearrange the agenda to consider item L before Item K.

AYES: Kalmick, Senecal, Steele, Wong, Landau
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried

CITY ATTORNEY REPORT
City Attorney Ghirelli had nothing to report.

CITY MANAGER REPORT
City Manager Gallegos announced that the Mayor’s Highlight Report is now available on the City’s website.

He also reported that the City has received over two-million dollars for the San Gabriel River Trash Mitigation Project and the College Park East Stormwater Infrastructure Project. He thanked Congressman Min, Senator Padilla, Assembly Member Dixon and the City Council for their support and work in securing the funding. He especially thanked Mayor Landau and Public Works Director Lee for their efforts.

Additionally, he reported that the City is currently reviewing a special event permit for a weekly Farmer’s Market to begin on Friday March 20, 2026, from 9:00 a.m. – 2:00 p.m.

He noted that public feedback is critical to the review process and encouraged residents to provide their feedback to [email protected].

City Manager Gallegos announced that the County of Orange has issued a Notice of Award to the City for the Fiscal Year 2026-2027 Public Facilities and Improvements Community Development Block Grant (CDBG) for a preliminary amount of $382,500 for the North Seal Beach Community Center Improvement project.

Lastly, he invited the City Council and the public to the Seal Beach Police Department Surviving Gun Violence presentation at the McGaugh Elementary School Auditorium scheduled for Wednesday February 25, 2026, at 5:30 p.m.

COUNCIL COMMENTS
Council Member Kalmick reported his attendance at the Orange County Labor Federation Martin Luther King Memorial Breakfast, and the Baldwin Park Rivers and Mountains Conservancy Ribbon Cutting Ceremony.

Council Member Senecal responded to public comments made during the Oral Communications period, regarding stormwater runoff in College Park East and the Lampson Well Rehabilitation project.

Council Member Steele reported his attendance at the Founders Day Committee meeting, the Orange County Older Adult Advisory Committee (OC-OAAC), the Newport Beach Mayor’s Banquet, and the Orange County Mosquito and Vector Control Board meeting.

Additionally, Council Member Steele noted that he assisted the American Red Cross and Orange County Fire Authority in distributing and installing smoke detectors throughout Leisure World.

Mayor Pro Tem Wong reported his attendance at the Leisure World Cares Fund Board meeting, Assembly Member Ta’s Roundtable event, and the Leisure World Solar Panel Subcommittee discussion.

Lastly, Mayor Pro Tem Wong reported that he met with the United States Department of Housing and Urban Development (HUD) to discuss homelessness in Orange County.

Mayor Landau thanked Mayor Pro Tem Wong for his work with bringing HUD representatives to Orange County.

Additionally, she encouraged the public to attend the Seal Beach Police Department Surviving Gun Violence presentation at the McGaugh Elementary School Auditorium scheduled for Wednesday February 25, 2026, at 5:30 p.m.

COUNCIL ITEMS
There were no Council Items.

CONSENT CALENDAR
Council Member Senecal moved, second by Mayor Pro Tem Wong to approve the recommended actions on the consent calendar.

A. Approval of the City Council Minutes - That the City Council approve the minutes of the Regular City Council meeting held on February 9, 2026.

B. Demand on City Treasury (Fiscal Year 2026) - Ratification.

C. Monthly Investment Report (February 23, 2026) - Receive and file.

D. Approving and Authorizing Amendment 3 to the Professional Services Agreement with Yunex, LLC for Traffic Signal Maintenance Services - That the City Council adopt Resolution 7737: 1. Approving Amendment 3 to the Professional Services Agreement with Yunex, LLC dated March 13, 2019, as previously amended by Amendment 1 dated May 13, 2024, and Amendment 2 dated July 28, 2025, authorizing an increase in compensation for the fourth extension (Fiscal Year 2025-2026) by $55,000 for the total compensation of $135,000 through June 30, 2026, and a revised total not-to-exceed contract amount of $605,000; and, 2.

Authorizing and directing the City Manager to execute Amendment 3 on behalf of the City.

E. Approving and Authorizing Amendment 1 to the Professional Services Agreement with Silsby Strategic Advisors, Inc. for the San Gabriel River Trash Mitigation Initiative - That the City Council adopt Resolution 7738: 1. Approving Amendment 1 to the Professional Services Agreement with Silsby Strategic Advisors, Inc. for additional San Gabriel River Trash Mitigation Initiative strategic support services, increasing compensation for such additional services by $65,000 for a revised total not-to-exceed amount of $209,000, and extending the Agreement term to June 30, 2027; and, 2. Authorizing and directing the City Manager to execute Amendment 1 on behalf of the City.

F. Approving the Payoff of Orange County Transportation Authority Reimbursement Agreement No. U-2017-151087 - That the City Council adopt Resolution 7739 approving the early payoff of the City’s proportionate share under the Orange County Transportation Authority Reimbursement Agreement No. U2017-151087 in the amount of $191,899.17, with a payoff date of March 1, 2026.

G. Approve the Memorandum of Understanding between the City of Seal Beach and the Seal Beach Police Management Association for the period of July 1, 2025 through June 30, 2027 and Related Budget Amendment - That the City Council adopt Resolution 7740: 1. Approving the Memorandum of Understanding (MOU) between the City of Seal Beach and the Seal Beach Police Management Association for the period of July 1, 2025 through June 30, 2027; and, 2. Approving Budget Amendment BA #26-08-01 in the amount of $27,319; and, 3. Authorizing the City Manager to execute the Memorandum of Understanding (MOU) between the City of Seal Beach and the Seal Beach Police Management Association.

H. Accepting Grant Funds from the Orange County Coastkeeper and California Coastal Conservancy and Authorizing Execution of the Grant Agreement - That the City Council adopt Resolution 7741: 1. Accepting an award of grant funds in the amount of $47,897.33 from the Orange County Coastkeeper and the California Coastal Conservancy; and, 2. Authorizing the City Manager, or their designee, to execute the grant agreement, including any amendments and related documents, and to take all actions necessary to secure the grant funds and implement the approved grant; and, 3. Approving Budget Amendment BA #26-08-02 in the amount of $47,897.33.

I. Approve the Purchase of Ammunition for Police Rifles Pursuant to the City’s “Military Equipment” Use Policy and State Law - That the City Council adopt Resolution 7742 to approve the purchase of .223 / 5.56mm ammunition for the Seal Beach Police Department (SBPD), pursuant to the City’s “military equipment” use policy.

J. Approving a Professional Services Agreement with Seal Beach Cable Communications Foundation - That the City Council adopt Resolution 7743: 1.

Approving a Professional Services Agreement with the Seal Beach Cable Communications Foundation for Production of Public, Educational, and Government Communication Services; and, 2. Authorizing the City Manager to execute the agreement.

The vote below is for the Consent Calendar Items.

AYES: Kalmick, Senecal, Steele, Wong, Landau
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried

ITEMS REMOVED FROM THE CONSENT CALENDAR
There were no items removed from the Consent Calendar.

PUBLIC HEARING
L. Appeal Request of the Planning Commission Approval for an Initial Study/Mitigated Negative Declaration and Minor Use Permit 22-03 to allow the Installation and Operation of a 1.5 Megawatt Fixed-Tilt Ground Mounted Solar Photovoltaic System at the existing Hellman Ranch Oil and Gas Production Facility - That the City Council: 1. Hold a de novo public hearing, allow public testimony, and at the conclusion of the hearing, consider all testimony, comments and evidence; and, 2. Adopt Resolution 7736 Denying the Appeal and Upholding the Planning Commission Decision, Adopting the Initial Study/Mitigated Negative Declaration (IS/MND) and Mitigation Monitoring and Reporting Program (MMRP), and Approving Minor Use Permit (MUP) 22-03, limited to the scope as presented in the Design 2026-Reduction dated January 24, 2026, and Subject to Conditions of Approval, to Allow the Installation and Operation of a 1.5 Megawatt (MW) FixedTilt Ground Mounted Solar Photovoltaic (PV) System at the Hellman Ranch Oil and Gas Production Facility (OGPF) (SCH #2025080495) (the Project); and, 3. Direct staff to file a Notice of Determination.

The Applicant has re-evaluated the Project and has requested the preparation of an Environmental Impact Report (EIR) in accordance with CEQA. The City Council is expected to consider the Applicant’s request without taking final action on the appeal. The revised staff recommendation is to accept the Applicant’s request for the preparation of an EIR, set aside the Project approvals unless and until an EIR is prepared, and to remand the Project back to the Planning Commission and EQCB for further proceedings should the Applicant proceed with the preparation of an EIR.

Mayor Landau opened the public hearing. Speakers: Elizabeth Lambe, Anna Christensen, Anonymous Speaker, William Nash, Susan Perrell, Allen Arslanian, Ken Seiff, and Joanne Levin. Mayor Landau closed the public hearing.

Mayor Landau called upon Interim Community Development Director Temple.

Interim Director of Community Development Temple noted that he would check the list of Native American contacts and update as needed.

Additionally, Interim Director of Community Development Temple announced that the applicant for the project decided to move forward with an Environmental Impact Report.

Council Member Senecal moved, second by Mayor Pro Tem Wong to accept the applicant’s request for an Environmental Impact Report and set aside the Planning Commission’s approval of the Minor Use Permit 22-03 until an Environmental Impact Report is prepared and certified for the project.

AYES: Kalmick, Senecal, Steele, Wong, Landau
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried
K. Consideration of the Transportation Development Impact Fee Update, including a Nexus Study, Capital Improvement Program, and Updated Rates - That the City Council: 1. Conduct the public hearing; and, 2. Adopt Resolution 7744, approving the Traffic Impact Fee Nexus Study, dated December 15, 2025, adopting the capital improvement program as part of the Nexus Study, adopting the Transportation Impact Development Fee rate amounts, and making a finding of exemption under CEQA.

Mayor Landau called upon Director of Public Works Lee.

Director of Public Works Lee provided an overview of the staff report.

Director of Public Works Lee called on Iteris Principal Engineer Josh McNeill to present the findings of the Traffic Impact Fee Study.

A discussion ensued between Council Member Senecal, Iteris Principal Engineer Josh McNeill, Public Works Director Lee, Interim Director of Community Development Temple, and City Attorney Ghirelli.

Mayor Landau opened the public hearing. Speakers: Ken Seiff, Evan Moore, and Theresa Miller. Mayor Landau closed the public hearing.

Mayor Pro Tem Wong moved, second by Mayor Landau to Adopt Resolution 7744, approving the Traffic Impact Fee Nexus Study, dated December 15, 2025, adopting the capital improvement program as part of the Nexus Study, adopting the Transportation Impact Development Fee rate amounts, and making a finding of exemption under CEQA.

AYES: Kalmick, Senecal, Steele, Wong, Landau
NOES: None
ABSENT: None
ABSTAIN: None
Motion carried

UNFINISHED/CONTINUED BUSINESS
There was no unfinished/continued business.

NEW BUSINESS
There were no new business items.

ADJOURNMENT
Mayor Landau adjourned the City Council at 9:42 p.m. to Monday, March 23, 2026, at 5:30 p.m. to meet in closed session, if deemed necessary. __________________________
Gloria D. Harper, City Clerk
City of Seal Beach
Approved:___________________________
Lisa Landau, Mayor
Attested:____________________________
Gloria D. Harper, City Clerk

Agenda Item C

AGENDA STAFF REPORT
DATE: March 9, 2026
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, City Manager
FROM: Barbara Arenado, Director of Finance/City Treasurer SUBJECT: Amendment 1 to the Professional Services Agreement with Fieldman, Rolapp & Associates, Inc. for Municipal Advisory Services
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7745:

1. Approving Amendment 1 to the Professional Services Agreement with Fieldman, Rolapp & Associates, Inc. for Municipal Advisory Services, extending the term to March 21, 2031; and,

2. Authorizing the City Manager to execute Amendment 1 on behalf of the City.

BACKGROUND AND ANALYSIS:

Fieldman, Rolapp & Associates, Inc. (“Fieldman”) has been the City’s financial advisor, providing general financial advisory services and debt issuance services.

The previous contract allows for extensions upon City Council approval. Due to the nature and complexity of the City’s current capital improvement projects, particularly those related to the water and sewer systems, it is important to extend the agreement at this time to ensure continuity of services and avoid disruption to ongoing financial planning efforts. The City is currently in the process of evaluating potential debt options to support these projects, and maintaining Fieldman’s services will provide consistency and institutional knowledge critical to this evaluation process.

Financial advisory services are needed to assist the City in structuring the debt necessary to fund construction projects related to the City’s water and sewer systems. Any debt financing recommendations will be brought to Council for review and approval prior to implementation. The new agreement extends the current agreement for an additional five (5) years, introduces a revised fee schedule, and provides for an annual three percent (3%) annual fee increase each year. Given that the City is actively assessing debt strategies and timing for issuance, extending the agreement now ensures that advisory services remain uninterrupted

during this critical phase. The professional services provided under this Agreement are exempt from the City’s bidding requirements under Seal Beach Municipal Code Section 3.20.025(C).

ENVIRONMENTAL IMPACT:

Proposed Amendment 1 to the Professional Services Agreement is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the State CEQA Guidelines which states that CEQA only applies to projects that have potential for causing a significant effect on the environment. Approval of Amendment 1 will not have a significant effect on the environment.

LEGAL ANALYSIS:

This item has been reviewed and approved as to form.

FINANCIAL IMPACT:

Amendment 1 represents a time extension and fee update. Adequate funding is included in the adopted FY 2025-26 Annual Budget and will be included in future budgets, as necessary. Historically, financial advisory services have ranged from approximately $10,000 to $30,000 per year. Professional services for a bond issue would be determined based on the nature and size of the transaction. Costs would be billed at the hourly rates in Exhibit B of the Amendment. Costs incurred would be charged to the appropriate fund or bond proceeds and would continue to be budgeted in future years. Therefore, no additional appropriation is required at this time.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7745:

1. Approving Amendment 1 to the Professional Services Agreement with Fieldman, Rolapp & Associates, Inc. for Municipal Advisory Services, extending the term to March 21, 2031; and,

2. Authorizing the City Manager to execute Amendment 1 on behalf of the City.

SUBMITTED BY: NOTED AND APPROVED:

Barbara Arenado Patrick Gallegos
Barbara Arenado, Director of
Finance/City Treasurer
Patrick Gallegos, City Manager
ATTACHMENTS:

A. Resolution 7745
B. Amendment 1 to Professional Services Agreement for Financial Advisory Services
C. Original Professional Services Agreement for Financial Advisory Services
RESOLUTION 7745

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AMENDMENT 1 TO THE PROFESSIONAL

SERVICES AGREEMENT WITH FIELDMAN, ROLAPP &
ASSOCIATES, INC. TO PROVIDE FINANCIAL ADVISORY
SERVICES, EXTENDING THE TERM THROUGH MARCH 21,
2031
WHEREAS, the City of Seal Beach (City) and Fieldman, Rolapp & Associates, Inc. (Consultant) are parties to a Professional Services Agreement dated March 22, 2021, (the “Agreement”) for Financial Advisory Services; and, WHEREAS, the Agreement is set to expire on March 21, 2026; and, WHEREAS, the City and the Consultant have determined that additional time is required for the Consultant to provide on-call financial advisory services.

NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine, and order as follows:

Section 1. The City Council hereby approves Amendment 1 to the Agreement for on-call financial advisory services.

Section 2. The Council hereby directs the City Manager to execute Amendment 1 on behalf of the City.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of March 2026 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Lisa Landau, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7745 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of March 2026.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
Amendment 1
for
Municipal Advisory Services
Between
City of Seal Beach
211 8th Street
Seal Beach, CA 90740
&
Fieldman, Rolapp & Associates, Inc.
19900 MacArthur Boulevard, Suite 1100
Irvine, CA 92612
This Amendment 1, dated March 9, 2026, amends that certain agreement (Agreement) made as of March 22, 2021, by and between the City of Seal Beach (City), a California charter city, and Fieldman, Rolapp & Associates, Inc. (Consultant). 2 of 4

RECITALS
A. City and Consultant are parties to the Agreement, pursuant to which Consultant provides independent municipal advisory services in connection with on-call financial advisory services.

B. Effective March 22, 2021, City and Consultant, entered into the Agreement for Professional Services to provide on-call financial advisory services with the original term ending March 21, 2026.

C. City and Consultant desire to amend the Agreement by this Amendment 1, which will extend the Agreement’s term for an additional five (5) years, establish a revised fee schedule, and provide for an annual three percent (3%) annual fee increase each year.

AMENDMENT 1
NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows:

Section 1. Section 5 (Term of Agreement) of the Agreement is hereby amended in its entirety to read as follows:
“This Agreement shall continue in full force and effect through March 21, 2031, unless terminated earlier as provided herein. This Agreement may be terminated: (i) by the City, for cause, upon written notice of no less than ten (10) days prior to the date of termination; (ii) by either party, for any reason, with not less than thirty (30) days written notice to the other party; or (iii) upon abandonment as described in Section 3.04. This Agreement may also be further extended from time to time as agreed by the City and the Consultant pursuant to Section 6.”
Section 2. The original Exhibit B of the Agreement is hereby replaced in its entirety with the attached Exhibit B (Attachment 1), which includes the revised hourly rates and fee schedule. These revised rates, along with the applicable annual fee increases, shall apply for the duration of the extended contract term and shall supersede and replace the previous Exhibit B. The attached Exhibit B (Attachment 1) is incorporated herein and made a part of the Agreement by this Amendment.

Section 3. Except as expressly modified or supplemented by this Amendment 1, all other provisions of the Agreement shall remain unaltered and in full force and effect.
3 of 4
Section 4. The person executing this Amendment 1 on behalf of Consultant warrants that he or she is fully authorized to execute this Amendment 1 on behalf of said Party, and that by his or her execution, Consultant is formally bound to the provisions of this Amendment 1.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Amendment 1 as of the date and year first above written.

CITY OF SEAL BEACH
By:_________________________
Patrick Gallegos,
City Manager
Attest:

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

By:_________________________
Nicholas Ghirelli, City Attorney
CONSULTANT: Fieldman, Rolapp &
Associates, Inc.

By: __________________________
By: __________________________
(Please note, two signatures required for
corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president or
any vice president, and (ii) the secretary,
any assistant secretary, the chief
financial officer or any assistant treasurer
of such corporation.)
ATTACHMENT 1 (EXHIBIT B) FOR AMENDMENT 1
See next page for the revised Exhibit B

EXHIBIT B
TO

PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR

BY AND BETWEEN

THE CITY OF SEAL BEACH
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.

Compensation and Expenses
Part 1 Transaction Based Compensation
For Services involving debt issuance, including Services performed after the adoption of Resolution of Issuance by the City Council, the Consultant will be compensated at a fee pursuant to the following tables plus expenses.

For transactions that include multiple series of bonds issued under the same official statement or offering document, the full transaction fee will not be charged for each additional series of bonds. For any series in excess of one, a fee of not to exceed twenty thousand dollars ($20,000) per each additional series will be added to the transaction fee above.

The fees listed above apply towards a public sale. If a private placement is used, a 10% discount will be applied to the fees shown.

DEBT TRANSACTION SIZE CFD BONDS
up to $10,000,000 $40,000
$10,000,001 to $25,000,000 $52,000
$25,000,001 to $50,000,000 $60,000
$50,000,001 to $100,000,000 $65,000
$100,000,001 to $200,000,000 $80,000
Greater than $200,000,000 To be negotiated

DEBT TRANSACTION SIZE GENERAL

FUND-BACKED
BONDS

UTILITY BONDS
(WATER/SEWE
R)
up to $25,000,000 $60,000 $60,000
$25,000,001 to $50,000,000 $75,000 $75,000
$50,000,001 to $100,000,000 $90,000 $90,000
$100,000,001 to $200,000,000 $125,000 $125,000
Greater than $200,000,000 To be negotiated
The fees listed above shall increase each January 1st beginning January 1, 2027 by three percent (3.00%).

Expenses will be billed for separately and will cover, among other things, travel, lodging, conference calls, internet posting, subsistence, overnight courier, computer, and fax transmission charges. Advances made on behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed to the City upon prior authorization. Additionally, a surcharge of six percent (6.00%) of the compensation amount is added to verifiable out-of-pocket costs for recovery of costs such as telephone, postage, document reproduction and the like.

Payment of compensation earned by Consultant is expected to be paid from the costs of issuance associated with the debt issuance. However, if this Agreement is terminated prior to the successful issuance of the debt or if the City otherwise decides to terminate the proceedings for the transaction prior to debt issuance, Consultant may submit its invoice with respect to the transaction to the City Treasurer/Finance Director (the "Finance Director") within 30 days after receiving of the City's notice of such termination. The invoice shall specify the fee for services rendered for such transaction pursuant to this Agreement (based on the number of hours worked, at the rates indicated below); provided that the total fee due under such invoice shall in no event exceed the amount otherwise payable if the debt was successfully issued. Upon receipt of the invoice, the Finance Director shall make a determination on whether the invoice is acceptable based on the work performed to the City' s satisfaction and may request Consultant to submit a revised invoice based on such determination. Once the Finance Director determines that the invoice is acceptable, the City shall make the payment within 30 days.

Part 2 Hourly Compensation
CFD formation services and other ad-hoc financial advisory services performed will be billed at the then current hourly rates.
2026 Fees
Personnel Hourly Rate
Executive Officer................................................$440.00 Principal ..............................................................$430.00 Executive / Senior Vice President....................$418.00 Vice President ....................................................$356.00 Assistant Vice President....................................$329.00 Senior Associate ................................................$296.00 Associate.............................................................$262.00 Analyst.................................................................$145.00 Administrative Assistant....................................$106.00 Hourly Compensation will be billed on a monthly basis and are due thirty (30) days from the invoice date. Invoices not paid within sixty (60) days are subject to a two percent (2.00%) late fee for every month payment is late.

The fees listed above shall increase each January 1st beginning January 1, 2027 by three percent (3.00%).

PROFESSIONAL SERVICES AGREEMENT

FOR MUNICIPAL ADVISOR
This agreement has been entered into this 22 day of March, 2021 by and between the City of Seal Beach ( the " City") and Fieldman, Rolapp & Associates, Inc. ( herein, the " Consultant").

WHEREAS, the City desires independent municipal advisory services to be performed in connection with on- call financial advisory services ( herein, the " Project"); and WHEREAS, the City desires to retain the professional and technical services of the Consultant for the purpose of financial advisory services as needed ( as more fully described in Exhibit A, the Services");
WHEREAS, the Consultant is well qualified to provide professional financial advice to entities such as the City;
WHEREAS, the Consultant is registered as a municipal advisor with both the United States Securities and Exchange Commission and the Municipal Securities Rulemaking Board; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and conditions hereinafter set forth, it is agreed as follows:

Section 1 Municipal Advisory Services.

Consultant will provide services in connection with the Project as such Services are fully described in Exhibit A attached to this Agreement. Consultant is engaged in an expert financial advisory capacity to the City only. It is expressly understood that the Services rendered hereunder are rendered solely to the City.

Consultant does not undertake any responsibility to review disclosure documents on behalf of owners or beneficial owners of bonds or debt which may arise from the Consultant' s work hereunder.

Section 2 Additional Requested Services ( Amendment of Services).

The City may request that Consultant provide additional services beyond the scope of those referenced in Section 1 above and specifically listed in Exhibit A to this Agreement. The Services to be provided under this Agreement may only be amended by a modification as provided for in Section 6.

Section 3 Compensation

3. 01 For Consultant' s performance of Services as described in this Agreement, the Consultant's compensation will be as provided in of Exhibit B attached to this Agreement,

3. 02 Payment of Consultant' s expenses shall be made at the time and in the form as provided for in Exhibit B to this Agreement.

3. 03 Unless otherwise specified, payment of Consultant' s compensation and expenses is due thirty ( 30) days after submission of Consultant' s invoice for Services.

CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 1 FRA Project No. TBD
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3. 04 In the event City abandons the Services ofthe Consultant prior to completion of Consultant' s work, Consultant shall be compensated for Services performed to the point of abandonment at the hourly rates specified in Exhibit B. An act of abandonment shall be deemed to have occurred when no action has been taken by the City relative to the services of the Consultant for a period of nine ( 9) months from the date of the initial performance of a service, and there has been a written notification to the Consultant of an abandonment of the Project by the City.

3. 05 The schedule of Consultant fees set forth in this Agreement and Exhibit B is guaranteed by Consultant for a period of thirty- six ( 36) months from the date of this Agreement.

Section 4 Personnel.

Consultant has, or will secure, all personnel required to perform the Services under this Agreement. Consultant shall make available other qualified personnel of the firm as may be required to complete Consultant's services. The City has the right to approve or disapprove any proposed changes in Consultant' s staff providing service to the City. The City and Consultant agree that such personnel are employees only of Consultant and shall not be considered to be employees of the City in any way whatsoever.

Section 5 Term of Agreement.

This Agreement shall continue in full force and effect for a period of sixty ( 60) months from the date hereof, except that this Agreement may be terminated earlier: ( i) by the City, for cause, upon written notice of no less than ten days before the date of termination, ( ii) by either party for any reason, by not less than thirty (30) days written notice to the other party, or (iii) upon an abandonment as described in Section 3. 04 hereof. This Agreement may be extended from time to time as agreed by the City and the Consultant pursuant to Section 6.

Section 6 Modification.

This Agreement contains the entire agreement of the parties. It may be amended in whole or in part from time to time by mutual consent of the parties; provided that the Disclosures ( as defined herein) required by Section 16 will be updated by the Consultant as required by law. This shall not prohibit the City and Consultant from entering into separate agreements for other services.

Section 7 Work Products.

All work products or any form of property developed by the Consultant in providing the Services shall be provided to the City on request. Work products developed by the Consultant shall be the property of the City, provided that Consultant may use such work products developed for the City and may employ those work products to develop refinements or additional work products in the course of its business.

CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 2 FRA Project No. TBD
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Section 8 Assignment.

The rights and obligations of the City under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the City. This Agreement may not be assigned by the Consultant without the consent of the City except for compensation due Consultant.

Section 9 Disclosure.

Consultant does not assume the responsibilities of the City, nor the responsibilities of the other professionals and vendors representing the City, in the provision of services and the preparation of the financing documents, including initial and secondary market disclosure, for financings undertaken by the City. Information obtained by Consultant and included in any disclosure documents is, by reason of experience, believed to be accurate; however, such information is not guaranteed by Consultant.

Section 10 Confidentiality.

The Consultant agrees that all financial, statistical, personal, technical and other data and information designated by the City as confidential shall be protected by the Consultant from unauthorized use or disclosure. The City acknowledges that the Consultant is required to comply with applicable laws governing disclosure of public information.

Section 11 Indemnification.

The City and Consultant shall each indemnify and hold harmless the other from and against any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including legal fees for defense, or liabilities ( collectively, " damages"), to which either may be subjected by reason of the other' s acts, errors or omissions, except however, neither will indemnify the other from or against damages by reason of changed events and conditions beyond the control of either or errors of judgment reasonably made.

Section 12 Insurance.

12. 01 Consultant shall maintain workers' compensation and employer' s liability insurance during the term of this Agreement.

12. 02 Consultant, at its own expense, shall obtain and maintain insurance at all times during the term of this Agreement. Such insurance must be written with a Best Guide " A" -rated or higher insurance carrier admitted to write insurance in the state where the work is located.

12. 03 Insurance coverages shall not be less than the following:

A. Workers' Compensation

1. State worker' s compensation statutory benefits
CITY OF SEAL BEACH/FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 3 FRA Project No. TBD
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2. Employer' s Liability - policy limits of not less than $ 1, 000, 000 B. Comprehensive General Liability coverage with policy limits of not less than 1, 000, 000 combined single limit for bodily injury and property damage and including coverage for the following:

1. Premises operations

2. Contractual liability

3. Products

4. Completed operation
C. Errors and omissions with policy limits of $2, 000, 000.

12. 04 If requested, certificates of insurance naming the City as an additional insured shall be submitted to the City evidencing the required coverages, limits and locations of operations to which the insurance applies, and the policies of insurance shall contain a 30 day notice of cancellation or non -renewal.

Section 13 Permits/ Licenses.

The Consultant shall obtain any permits or licenses, as may be required for it to complete the Services required under this Agreement.

Section 14 Binding Effect.

14. 01 A waiver or indulgence by the City of a breach of any provision of this Agreement by the Consultant shall not operate or be construed as a waiver of any subsequent breach by the Consultant.

14. 02 All agreements contained herein are severable and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein, and the remaining provisions of this Agreement shall not be affected by such determination and shall remain in full force and effect. This Agreement shall not fail because any part or any clause hereof shall be held indefinite or invalid.

14. 03 Each party hereto represents and warrants that this Agreement has been duly authorized and executed by it and constitutes its valid and binding agreement, and that any governmental approvals necessary for the performance of this Agreement have been obtained.

Section 15 Choice of Law.

The validity, interpretation and construction of this Agreement and of each part hereof shall be governed by the laws of the State of California. Venue for any lawsuit concerning this Agreement is Orange County, California.

Section 16 Conflict ofInterest and Other Required Disclosures.

16. 01 Consultant covenants and agrees to provide to the City disclosures of material conflicts of interest and certain legal or disciplinary events required by Municipal CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 4 FRA Project No. TBD
b. fieldman rolapp agreement
Securities Rulemaking Board Rule G-42 ( the " Disclosures"). The Disclosures, and each delivery thereof, as provided from time to time, shall be incorporated by reference as of the date thereof into this Agreement to the same extent as if set forth herein. The initial Disclosures are as set forth in Exhibit C to this Agreement.

16. 02 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be provided under this Agreement, or which would conflict in any manner with the performance of such services or fulfillment of its fiduciary duty to City as a financial advisor. Consultant further covenants that, in performance ofthis Agreement, no person having any such interest shall be employed by it.

Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the services.

Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant " financially interested" ( as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.

16. 03 Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

16. 04. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited " conflict of interest' under applicable laws as described in this subsection.

16. 05 Consultant represents that it has not made any payments either directly or indirectly to obtain or retain business with City.

16. 06. There is no additional compensation Consultant will receive in connection with this Agreement other than what is stipulated within this Agreement.

Consultant has not and will not receive any payments from third parties in connection with this engagement.

CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 5 FRA Project No. TBD
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16. 07 Consultant has not and will not enter into any fee -splitting arrangements with any provider of investments or services to City.

16. 08 Consultant is not aware of any pending or threatened legal or disciplinary event that is material to City' s evaluation of Consultant or the integrity of its management or advisory personnel in connection with City' s engagement of Consultant to serve as a financial advisor to City.

Section 17 Independent Contractor.

Consultant is an independent contractor and not an employee of City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant' s exclusive direction and control.

Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

Section 18 Subcontractors; Assignment.

18. 01 No portion of this Agreement shall be subcontracted without the prior written approval of City. Consultant is fully responsible to City for the performance of any and all subcontractors.

18. 02 Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effects.

Section 19 Equal Opportunity.

Consultant affirmatively represents that it is an equal opportunity employer.

Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status. Such non- discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

Section 20 Entire Agreement.

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 6 FRA Project No. TBD
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agreements. This Agreement may only be modified by a writing signed by both parties.

Section 21 Severability.

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

Section 22 No Third Party Rights.

No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement.

Section 23 Waiver.

No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.

IN WITNESS Whereof, the parties have duly executed this Agreement as of the day and year first above set forth.

CITY OF SEAL Ur CH
By:? Title:

Date: ` F 1 l 21
FIELDMAN, ROLAPP & ASSOCIATES, INC.
19900 MacArthur Boulevard, Suite 1100
Irvine, CA 92612
By: r Title: Princi Pal
Date: March 22, 2021
CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Page 7 FRA Project No. TBD
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EXHIBIT A
TO

PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR

BY AND BETWEEN

THE CITY OF SEAL BEACH
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.

Scope ofServices
A. General Services.

The Consultant shall perform financial advisory services as from time to time requested by the City and shall provide such other services as it deems necessary or advisable to accomplish the Project, consistent with the standards and practice of professional financial advisors prevailing at the time such services are rendered to the City.

The City may, with the concurrence of Consultant, expand this Agreement to include Additional Services not specifically identified within the terms of this Agreement. Any Additional Services may be described in an addendum to this Exhibit A and are subject to compensation described in Exhibit B to this Agreement.

B. Transaction Services.

For each transaction, the Consultant shall perform all services customarily performed by a municipal advisor or financial advisor for similar municipal financing transactions. The Consultant shall assume primary responsibility for assisting the City in coordinating the planning and execution of each debt issue relating to the Project. Insofar as the Consultant is providing Services which are rendered only to the City, the overall coordination of the financing shall be such as to minimize the costs of the transaction coincident with maximizing the City' s financing flexibility and capital market access. The Consultant's proposed debt issuance Services may include the following:

Establish the Financing Objectives
Develop the Financing Schedule
Monitor the Transaction Process
Review the Official Statement, both preliminary and final Procure and Coordinate Additional Service Providers
Provide Financial Advice to the City Related to Financing Documents Compute Sizing and Design Structure ofthe Debt Issue
Plan and Schedule Rating Agency Presentation and Investor Briefings Conduct Credit Enhancement Procurement and Evaluation
Conduct Market Analysis and Evaluate Timing of Market Entry Recommend Award of Debt Issuance
Provide Pre -Closing and Closing Assistance
CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 1 FRA Project No. TBD
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Specifically, Consultant will:

1. Establish the Financing Obiectives.

At the onset of the financing transaction process for the Project, the Consultant shall review the City' s financing needs and in conjunction with the City's management, outline the objectives of the financing transaction to be undertaken and its proposed form.

Unless previously determined, Consultant shall recommend the method of sale of debt and outline the steps required to achieve efficient market access.

2. Develop the Financing Timetable.

The Consultant shall take the lead role in preparing a schedule and detailed description of the interconnected responsibilities of each team member and update this schedule, with refinements, as necessary, as the work progresses.

3. Monitor the Transaction Process.

The Consultant shall have primary responsibility for the successful implementation of the financing strategy and timetable that is adopted for each debt issue relating to the Project.

The Consultant shall coordinate ( and assist, where appropriate) in the preparation of the legal and disclosure documents and shall monitor the progress of all activities leading to the sale of debt. The Consultant shall prepare the timetables and work schedules necessary to achieve this end in a timely, efficient and cost- effective manner and will coordinate and monitor the activities of all parties engaged in the financing transaction.

4. Review the Official Statement.

The Consultant shall review the official statement for each debt issue relating to the Project to insure that the City' s official statement is compiled in a manner consistent with industry standards.

5. Procure and Coordinate Additional Service Providers.

The Consultant may act as City' s representative in procuring the services of financial printers for the official statement and related documents, and for the printing of any securities. In addition, the Consultant may act as the City's representative in procuring the services of trustees, paying agents, fiscal agents, feasibility consultants, redevelopment consultants, or escrow verification agents or other professionals, if the City directs.

6. Provide Financial Advice to the City Relating to Financing Documents The Consultant shall assist the managing underwriters, bond counsel and/ or other legal advisors in the review of the respective financing resolutions, notices and other legal documents. In this regard, the Consultant shall monitor document preparation for a consistent and accurate presentation of the recommended business terms and financing structure of each debt issue relating to the Project, it being specifically understood however that the Consultant' s services shall in no manner be construed as the Consultant engaging in the practice oflaw.

CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 2 FRA Project No. TBD
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7. Compute Sizing and Design Structure of Debt Issue.

The Consultant shall work with the City's staff bond counsel and other professionals of the City to design a financing structure for each debt issue relating to the Project that is consistent with the City's objectives, that coordinates each transaction with outstanding issues and that reflects current conditions in the capital markets.

8. Plan and Schedule Rating Agency Presentation and Investor Briefings The Consultant shall develop a plan for presenting the financing program to the rating agencies and the investor community. The Consultant shall schedule rating agency visits, if appropriate, to assure the appropriate and most knowledgeable rating agency personnel are available for the presentation and will develop presentation materials and assist the City officials in preparing for the presentations.

9. Conduct Credit Enhancement Evaluation and Procurement.

Upon the City' s direction, the Consultant will initiate discussions with bond insurers, letter of credit providers and vendors of other forms of credit enhancements to determine the availability of and cost benefit of securing financing credit support.

10. Conduct Market Analvsis and Evaluate Timing of Market Entrx The Consultant shall provide summaries of current municipal market conditions, trends in the market and how these may favorably or unfavorably affect the City's proposed financing.
a. Competitive Sales.

For all types of competitive sale of debt, the Consultant shall undertake such activities as are generally required for sale of securities by competitive bid including, but not limited to the following:

Review and comment on terms of Notice of Sale Inviting Bids Provide advice on debt sale scheduling
Provide advice on the use of electronic bidding systems Contact potential bidders
Coordinate bid opening with the City officials
Verify bids received and make recommendations for acceptance Provide confirmation of issue sizing, based upon actual bids received, where appropriate
Coordinate closing arrangements with the successful bidder( s) b. Negotiated Sales.

In the case of a negotiated sale of debt (which can include private placement with a bank or financial institution or obtaining an SRF or an I -Bank loan), the Consultant shall perform an evaluation of market conditions preceding the negotiation of the terms of the sale of debt and will assist the City with the CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 3 FRA Project No. TBD
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negotiation of final issue structure, interest rates, interest cost, reoffering terms and gross underwriting spread and provide a recommendation on acceptance or rejection of the offer to purchase the debt. This assistance and evaluation will focus on the following areas as determinants of interest cost:

Size of financing
Sources and uses of funds
Terms and maturities of the debt issue
Review ofthe rating in pricing ofthe debt issue
Investment of debt issue proceeds
Distribution mix among institutional and retail purchasers Interest rate, reoffering terms and underwriting discount with comparable issues
Redemption provisions

11. Recommend Award of Debt Issuance.

Based upon activities outlined in Task 10( a) and 10( b) above, the Consultant will recommend accepting or rejecting offers to purchase the debt issue. Ifthe City elects to award the debt issue, the Consultant will instruct all parties and help facilitate the actions required to formally consummate the award.

12. Provide Pre -Closing and Closing Activities.

The Consultant shall assist in arranging for the closing of each financing. The Consultant shall assist counsel in assuming responsibility for such arrangements as they are required, including arranging for or monitoring the progress of bond printing, qualification of issues for book -entry status, signing and final delivery of the securities and settlement of the costs of issuance.

C. Analvtical Services
The Consultant shall provide general on- call analytical services for the City, included but not limited to: review of existing and development of new financial policies and practices; development of new or the update of existing financial models, including the City' s budget forecast model; review and analysis of financing options, including pension funding alternatives and the development of a pension funding plan; review and analysis of refunding opportunities presentations to staff and the City Council; as well as other ad- hoc professional financial advisory services required by the City.

D. Special Financing Services.

The City may request that Consultant provide additional services beyond the scope of those referenced in Section 1 and specifically listed in Exhibit A to this Agreement. Services performed for the City by Consultant that are not otherwise specifically identified in Exhibit A to this Agreement shall be Additional Services. Additional Services include, but are not limited to, the following:

Assisting the City in obtaining enabling legislation or conducting referendum elections.

CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 4 FRA Project No. TBD
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Extraordinary services and extensive computer analysis in the structuring or planning of any debt issue or financing program.

The repeat of any element of a service described in Exhibit A to this Agreement which is made necessary through no fault of Consultant.

Financial management services, including development of financial policies, capital improvement plans, economic development planning, credit analysis or review and such other services that are not ordinarily considered within the scope of services described in Exhibit A to this Agreement.

Services rendered in connection with any undertaking of the City relating to a continuing disclosure agreement entered into in order to comply with Securities and Exchange Commission Rule 15c2- 12 or other similar rules.

Services rendered to the City in connection with calculations or determination of any arbitrage rebate liability to the United States of America arising from investment activities associated with debt issued to fund the Project.

CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit A, Page 5 FRA Project No. TBD
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EXHIBIT B
TO

PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR

BY AND BETWEEN

THE CITY OF SEAL BEACH
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.

Compensation and Expenses
Part 1 Transaction Based Compensation.

For Services involving debt issuance as referenced in Section B of Exhibit A, including Services performed after the adoption of Resolution of Issuance by the City Council, the Consultant will be compensated at a fee which shall be determined prior to the start of such Services and mutually agreed upon by both the City and the Consultant.

Payment of compensation earned by Consultant pursuant to this Part 1 is expected to be paid from the costs of issuance associated with the debt issuance. However, if this Agreement is terminated prior to the successful issuance of the debt or if the City otherwise decides to terminate the proceedings for the transaction prior to debt issuance, Consultant may submit its invoice with respect to the transaction to the City Treasurer/ Finance Director ( the " Finance Director") within 30 days after receiving of the City' s notice of such termination. The invoice shall specify the fee for services rendered for such transaction pursuant to this Agreement ( based on the number of hours worked, at the rates indicated below); provided that the total fee due under such invoice shall in no event exceed the amount otherwise payable if the debt was successfully issued. Upon receipt of the invoice, the Finance Director shall make a determination on whether the invoice is acceptable based on the work performed to the City' s satisfaction and may request Consultant to submit a revised invoice based on such determination. Once the Finance Director determines that the invoice is acceptable, the City shall make the payment within 30 days.

Part 2 Hourly Compensation.

For Services and Additional Services referenced in Section 1 and Section 2 of this Agreement, including Services performed for a debt issuance prior to the adoption of Resolution of Issuance by City Council for such debt issuance transaction), the Consultant will be compensated at the then current hourly rates. The table below reflects the rates in effect as of the date of execution of this Agreement.

Personnel Hourly Rate
ExecutiveOfficer.............................................................. $ 375. 00 Principal............................................................................ $ 345. 00 Executive / Senior Vice President .................................... $ 330. 00 VicePresident................................................................... $275. 00 Assistant Vice President ................................................... $ 235. 00 SeniorAssociate............................................................... $ 200. 00 Associate........................................................................... $ 180. 00 Analyst.............................................................................. $115. 00 Administrative Assistant..................................................... $ 90. 00 Clerical................................................................................ $ 55. 00 CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit B, Page 1 FRA Project No. TBD
b. fieldman rolapp agreement
Hourly Compensation will be billed on a monthly basis and is due thirty ( 30) days from invoice date. Invoices not paid within sixty ( 60) days are subject to a two percent ( 2. 00%) late fee for every month payment is late.

Expenses
Expenses will be billed for separately and will cover, among other things, travel, lodging, subsistence, overnight courier, conference calls, and computer charges. Advances made on behalf of the City for costs of preparing, printing or distributing disclosure materials or related matter whether by postal services or electronic means, may also be billed through to the City upon prior authorization. Additionally, a surcharge of 6% of the compensation amount is added to verifiable out- of-pocket costs for recovery of costs such as telephone, postage, document reproduction and the like.

Limiting Terms and Conditions
With respect to each debt issuance transaction, the fee referenced in Part 1 above, presumes attendance at up to 8 meetings in the City's offices or such other location within a 25 -mile radius of the City place of business as the City may designate. Preparation for, and attendance at additional City Council meetings may be charged at our normal hourly rates referenced in Part 2 above.

Abandonment
Except as otherwise provided above, if, once commenced, the services of the Consultant are terminated prior to completion of the assignment for any reason, the Consultant will be compensated for professional services and reimbursed for expenses incurred through the time of receipt of notification of such termination at the standard hourly rates shown above.

CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit B, Page 2 FRA Project No. TBD
b. fieldman rolapp agreement

EXHIBIT C
TO

PROFESSIONAL SERVICES AGREEMENT FOR MUNICIPAL ADVISOR

BY AND BETWEEN

THE CITY OF SEAL BEACH
AND
FIELDMAN, ROLAPP & ASSOCIATES, INC.

MSRB Rule G- 42 requires that municipal advisors provide to their clients disclosures relating to all material conflicts of interest, including certain categories of potential conflicts of interest identified in Rule G-42, if applicable. With respect to all aspects of the relationship between Consultant and the City, Consultant adheres to its fiduciary duty to the City, which includes a duty of loyalty to the City in performing all municipal advisory activities for the City. The duty of loyalty obligates Consultant to deal honestly and with the utmost good faith with the City and to act in the City' s best interest without regard to any interest Consultant has or may have.

Consultant has a wide range of clients so our success and profitability are not dependent on maximizing short- term revenue generated from individual recommendations to our clients but is instead dependent on long-term profitability based on a foundation of integrity, quality and adherence to our fiduciary duty. Furthermore, Consultant' s supervisory structure provides strong safeguards against individual representatives of Consultant violating their duty due to personal interests.

Consultant makes the following representations to the City with regard to the Services:

A. Other than the compensation described in the Agreement, we have no other interest, direct or indirect, that would interfere with or impair in any matter or degree the performance of our obligations. During our work on the Services, we do not intend to acquire or obtain any such interest, direct or indirect. If any such interest is acquired or obtained, we will immediately advise the City.

B. We have not provided any gift or consideration to any officer, employee or agent of the City to either obtain the Agreement or any assignment from the City, including the Services. Neither our firm, nor its officers or employees will provide any such gift or consideration to any officer, employee or agent of the City to influence decisions with regard the Services or our obligations under the Agreement.

C. Our compensation for Transaction Services will be based on the size of the transaction.

While this form of compensation is customary in the market for financial services to municipal entities, this may present conflict of interest as we would have an incentive to recommend to the City the Project even if it is unnecessary or provides insufficient benefit or advise the City to increase the size of the Project. This potential conflict is mitigated by Consultant' s fiduciary duty to the City.

D. The City has employed and may employ Applied Best Practices LLC, an affiliated entity to us, with regard to the performance of its continuing disclosure obligations. This relationship has the potential to result in a conflict of interest by creating an incentive for Consultant to recommend to the City a course of action that would increase the City' s business activity with the affiliated entity or conversely that would discourage a course of action that would decrease the City' s business activity with the affiliated entity. The conflict is mitigated by Consultant' s fiduciary duty to the City. Moreover, if Consultant makes a recommendation that could influence the level of business with an affiliated CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit C, Page 1 FRA Project No. TBD
b. fieldman rolapp agreement
entity, Consultant will consider alternatives to the recommendation, which will be disclosed to the City. Moreover, the affiliated entities are each subject to regulation by the MSRB and the SEC.

E. At the present time, Consultant has determined in connection with general financial advisory services, after exercising reasonable diligence, that it has no known material conflicts of interest that would impair its ability to provide advice in accordance with its fiduciary duty to municipal entity clients such as the City. To the extent any such material conflicts of interest arise after the date of this disclosure, Consultant will provide information with respect to such conflicts.

Information Regarding Legal Events and Disciplinary Actions MSRB Rule G- 42 requires that municipal advisors provide their clients disclosures of legal or disciplinary events material to the evaluation of the municipal advisor or the integrity of the municipal advisor' s management or advisory personnel. Consultant sets out required disclosures and related information below:

A. There are no legal or disciplinary events material to the City' s evaluation of Consultant or the integrity of Consultant' s management or advisory personnel disclosed, or that should be disclosed, on any Form MA or Form MA -I with the Securities and Exchange Commission ( the " SEC").

Consultant' s most recent Form MA and each most recent Form MA -I filed with the SEC are available on the SEC' s EDGAR system at:
http:// www. sec. ov/ cgi- bin/ browse- edgar?action= etcompany& CIK= 0001612429 CITY OF SEAL BEACH/ FIELDMAN, ROLAPP & ASSOCIATES, INC. Exhibit C, Page 2 FRA Project No. TBD
b. fieldman rolapp agreement

ACOR& CERTIFICATE OF LIABILITY INSURANCE DATE( MM/ DD/ YYYY) 3/ 10/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER( S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements .

PRODUCER
Wood Gutmann & Bogart
15901 Red Hill Ave., Suite 100

CONTACT

PHONEFAX
714- 505- 7000 MC. No: 714-573- 1770
Tustin CA 92780 ADDRESS: MAIL
INSURERS AFFORDING COVERAGE NAIC #

POLICY EXP
MM/ D
INSURERA: The Hanover Insurance CO
A
INSURED FIELD -8
Fieldman, Rolapp & Associates
INSURER B: Lloyds of London 85202
DBA: Applied Best Practices INSURERC:
19900 MacArthur Blvd # 1100
Irvine CA 92612- 22
INSURER D:

INSURER E:

INSURER F:

CLAIMS - MADE F_ x] OCCUR
VVYCfV1llCJ t - FK I IFlt. a IF NI IMMFM• R1 I w4u' 4u' 4 GC\/ ICIA I

THIS ISIS 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.

INSRADDL

LTR TYPE OF INSURANCE
City of Seal Beach
SUER

POLICY NUMBER

POLICY EFF
MM/ DDrYYYY

POLICY EXP

MM/ D LIMITS
A X COMMERCIAL GENERAL LIABILITY OH3A578667 4/ 1/ 2021 4/ 1/ 2022 EACH OCCURRENCE $ 1, 000, 000 CLAIMS - MADE F_ x] OCCUR DAMAGE TO RENTED
PREMISE Ea occurrence $ 1, 000,000
MED EXP ( Any oneperson) $ 100, 000
PERSONAL & ADV INJURY S Included
GEN' L AGGREGATE LIMIT APPLIES PER:

X
PROGENERAL AGGREGATE $ 2, 000, 000
PRODUCTS - COMP/OP AGG $ 2, 000, 000

POLICY JECT LOC
OTHER:

A AUTOMOBILE LIABILITY OH3A578667 4/ 1/ 2021 4/ 1/ 2022 EO aB'.INdEDtSINGLELlMIT $ 1, 000, 000

ANY AUTO
BODILY INJURY ( Per person) 3

OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY ( Per accident) s

X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident)$
A X UMBRELLA LIAB X OCCUR OH3A578667 4/ 1/ 2021 4/ 1/ 2022 EACH OCCURRENCE $ 3, 000, 000

EXCESS LIAB
CLAIMS - MADE AGGREGATE $ 3, 000, 000
DED I I RETENTION $
WORKERS COMPENSATION PER OTHAND EMPLOYERS' LIABILITY

Y / N STAT TE I ER
E. L. EACH ACCIDENT $

ANYPROPRIETOR/ PARTNER/ EXECUTIVE
OFFICER/ MEMBEREXCLUDED? N/ A
Mandatory in NH)
if , yes describe under E. L. DISEASE - EA EMPLOYEE $
E. L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below B Professional Liability SUAWS200492005 6/ 19/ 2020 6/ 19/ 2021 Occurrence/ Agg 2, 000, 000 Retention 250, 000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Certificate holder is named as additional insured on the General Liability per attached 391- 1006 0816 as required by written contract subject to the terms and conditions of the policy.

Waiver of Subrogation applies to the General Liability per attached 391- 1003 0816 RE:

All Operations usual to the insured' s operations subject to the policy terms and conditions.

CERTIFICATE HOLDER VESTING: City of Seal Beach its directors, officials, officers, employees and agents and all persons or organizations CPRTICI!` A TC VAl nvn _ _
v - 1968- 2076 ACURI7 CORPORATION. All rights reserved. ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD V/ 117liGLLN I IVIY

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 211 Eighth Street
Seal Beach CA AUTHORIZED REPRESENTATIVE 90740
v - 1968- 2076 ACURI7 CORPORATION. All rights reserved. ACORD 25 ( 2016/ 03) The ACORD name and logo are registered marks of ACORD Policy No. OH3 A578667

1. SECTION I — PROPERTY, if two or more of
this coverage part' s coverages apply to the
same loss or damage, we will not pay more
than the actual amount of the loss or damage.

2. SECTION 11— LIABILITY, it is our stated intent
that the various Coverage Parts, forms,
endorsements or policies issued to the named
insured by us, or any company affiliated with
us, do not provide any duplication or overlap
of coverage for the same claim, " suit",
occurrence", offense, accident, " wrongful act"
or loss. We will not pay more than the actual
amount of the loss or damage.

If this Coverage Part and any other Coverage
Part, form, endorsement or policy issued to
the named insured by us, or any company
affiliated with us, apply to the same claim,
suit", occurrence, offense, accident, " wrongful
act" or loss, the maximum Limit of Insurance
under all such Coverage Parts, forms,
endorsements or policies combined shall not
exceed the highest applicable Limit of
Insurance under any one Coverage Part, form,
endorsement or policy.

This condition does not apply to any Excess or
Umbrella Policy issued by us specifically to
apply as excess insurance over this policy.

G. Liberalization
If we adopt any revision that would broaden the
coverage under this policy without additional
premium within 45 days prior to or during the
policy period, the broadened coverage will
immediately apply to this policy.

H. Other Insurance

1. SECTION I — PROPERTY
If there is other insurance covering the same
loss or damage, we will pay only for the
amount of covered loss or damage in excess
of the amount due from that other insurance,
whether you can collect on it or not. But, we
will not pay more than the applicable Limit of
Insurance of SECTION I — PROPERTY.

2. SECTION If — LIABILITY
If other valid and collectible insurance is
available to the insured for a loss we cover
under SECTION If — LIABILITY, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when
paragraph b. below applies. If this
insurance is primary, our obligations are
not affected unless any of the other
insurance is also primary. Then, we will
share with all that other insurance by the
method described in paragraph c. below.

However, if you agree in a written
contract, written agreement, or written
permit that the insurance provided to any
person or organization included as an
Additional Insured under this Coverage
Part is primary and non- contributory, we
will not seek contribution from any other
insurance available to that Additional
Insured which covers the Additional
Insured as a Named Insured except:
1) For the sole negligence of the
Additional Insured; or
2) When the Additional Insured is an
Additional Insured under another
liability policy.
b. Excess Insurance
This insurance is excess over:
1) Any of the other insurance, whether
primary, excess, contingent or on any
other basis:
a) That is Fire, Extended Coverage,
Builder' s Risk, Installation Risk or
similar coverage for " your work';
b) That is Property Insurance for
premises rented to you or
temporarily occupied by you with
permission of the owner;
c) That is insurance purchased by
you to cover your liability as a
tenant for " property damage" to
premises rented to you or
temporarily occupied by you with
permission of the owner; or
d) If the loss arises out of the
maintenance or use of aircraft,
autos" or watercraft to the extent
not subject to SECTION II —
LIABILITY, Exclusion 9 -
Aircraft, Auto or Watercraft; and
2) Any other primary insurance available
to you covering liability for damages
arising out of the premises or
operations, or the products and
completed operations, for which you
have been added as an additional
insured by attachment of an
endorsement.

When this insurance is excess, we will
have no duty under SECTION II —
LIABILITY to defend the insured against
any " suit" if any other insurer has a duty to
defend the insured against that " suit". If no
other insurer defends, we will undertake to
do so, but we will be entitled to the
391- 1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 79 of 81 Policy No. OH3A578667
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM
SUMMARY OF COVERAGES Limits Page

1. Additional Insured by Contract, Agreement or Permit Included 1

2. Additional Insured - Broad Form Vendors Included 2

3. Alienated Premises Included 3

4. Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators Included 3

5. Incidental Malpractice ( Employed Nurses, EMT' s and Paramedics) Included 3

6. Personal and Advertising Injury - Broad Form Included 4

7. Product Recall Expense Included 4
Product Recall Expense Each Occurrence Limit 25, 000
Occurrence 5
Product Recall Expense Aggregate Limit 50, 000
Aggregate 5
Product Recall Deductible 500 5

8. Unintentional Failure to Disclose Hazards Included 6

9. Unintentional Failure to Notify Included 6
This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below.

The following changes are made to SECTION II -
LIABILITY:

1. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:

Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written
agreement or permit to add such person or
organization as an additional insured on
your policy is an additional insured only with
respect to liability for " bodily injury",
property damage", or " personal and
advertising injury" caused, in whole or in
part, by your acts or omissions, or the acts
or omissions of those acting on your behalf,
but only with respect to:
1) " Your work" for the additional insured( s)
designated in the contract, agreement or
permit;
2) Premises you own, rent, lease or
occupy; or
3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
1) Only applies to the extent permitted by
law; and
2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit.
4) Will not be broader than coverage
provided to any other insured.
5) Does not apply if the " bodily injury",
property damage" or " personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto.
391- 1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 c. This provision does not apply:
1) Unless the written contract or written
agreement was executed or permit was
issued prior to the " bodily injury",
property damage", or " personal injury
and advertising injury".
2) To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
3) To any lessor of equipment:
a) After the equipment lease expires; or
b) If the " bodily injury", " property
damage", " personal and advertising
injury" arises out of sole negligence
of the lessor.
4) To any:
a) Owners or other interests from whom
a.
land has been leased if the
occurrence" takes place or the
offense is committed after the lease
for the land expires; or
Hanover
Insurance Group -
01 -13A578667 1001141
The most we will pay on behalf of the
additional insured for a covered claim is the
lesser of the amount of insurance:

1. Required by the contract, agreement or
permit described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations.

This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations
e. All other insuring agreements, exclusions,
and conditions of the policy apply.

2. Additional Insured - Broad Form Vendors
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:

Additional Insured - Broad Form Vendors
b) Managers or lessors of premises if:
i) The " occurrence" takes place or
the offense is committed after
you cease to be a tenant in that
premises; or
ii) The " bodily injury", " property
damage", " personal injury" or
advertising injury arises out of
structural alterations, new
construction or demolition
operations performed by or on
behalf of the manager or lessor.
5) To " bodily injury", " property damage" or
personal and advertising injury" arising
out of the rendering of or the failure to
render any professional services.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision,
hiring, employment, training or
monitoring of others by that insured, if
the " occurrence" which caused the
bodily injury" or " property damage" or
the offense which caused the " personal
and advertising injury" involved the
rendering of or failure to render any
professional services by or for you.
d. With respect to the insurance afforded to
these additional insureds, the following is
added to SECTION II - LIABILITY, D. Liability
and Medical Expense Limits of Insurance:

Any person or organization that is a vendor
with whom you agreed in a written contract
or written agreement to include as an
additional insured under this Coverage Part
is an insured, but only with respect to liability
for " bodily injury" or " property damage"
arising out of " your products" which are
distributed or sold in the regular course of
the vendor' s business.
b. The insurance afforded to such vendor
described above:
1) Only applies to the extent permitted by
law;
2) Will not be broader than the insurance
which you are required by the contract or
agreement to provide for such vendor;
3) Will not be broader than coverage
provided to any other insured; and
4) Does not apply if the " bodily injury",
property damage" or " personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto
c. With respect to insurance afforded to such
vendors, the following additional exclusions
apply:

The insurance afforded to the vendor does
not apply to:
1) " Bodily injury" or " property damage" for
which the vendor is obligated to pay
damages by reasons of the assumption of
liability in a contract or agreement. This
exclusion does not apply to liability for
damages that the insured would have in
the absence of the contract or
agreement;
2) Any express warranty unauthorized by
you;
391- 1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 3) Any physical or chemical change in the
product made intentionally by the
vendor;
4) Repackaging, unless unpacked solely for
the purpose of inspection,
demonstration, testing, or the
substitution of parts under instruction
from the manufacturer, and then
repackaged in the original container;
5) Any failure to make such inspection,
adjustments, tests or servicing as the
vendor has agreed to make or normally
undertakes to make in the usual course
of business in connection with the sale
of the product;
6) Demonstration, installation, servicing or
repair operations, except such
operations performed at the vendor' s
premises in connection with the sale of
the product;
7) Products which, after distribution or sale
by you, have been labeled or relabeled
Pr used as a container, part or
ingredient of any other thing or
substance by or for the vendor;
8) " Bodily injury" or " property damage"
arising out of the sole negligence of the
vendor for its own acts or omissions or
those of its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
a) The exceptions contained within the
exclusion in subparagraphs ( 4) or ( 6)
above; or
b) Such inspections, adjustments, tests
or servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products.
9) " Bodily injury" or " property damage"
arising out of an " occurrence" that took
place before you have signed the
contract or agreement with the vendor.
10) To any person or organization included
as an insured by another endorsement
issued by us and made part of this
Coverage Part.
11) Any insured person or organization,
from whom you have acquired such
products, or any ingredient, part or
container, entering into, accompanying
or containing such products.

The most we will pay on behalf of the vendor
for a covered claim is the lesser of the
amount of insurance:

1. Required by the contract or agreement
described in Paragraph a.; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.

3. Alienated Premises
SECTION II - LIABILITY, B. Exclusions, 1.

Applicable To Business Liability Coverage k.

Damage to Property, paragraph ( 2) is replaced by
the following:
2) Premises you sell, give away or abandon, if
the " property damage" arises out of any part
of those premises and occurred from hazards
that were known by you, or should have
reasonably been known by you, at the time
the property was transferred or abandoned.

4. Broad Form Property Damage - Borrowed
Equipment, Customers Goods, Use of Elevators
a. The following is added to SECTION II -
LIABILITY, B. Exclusions, 1. Applicable To
Business Liability Coverage, k. Damage to
Property:

Paragraph ( 4) does not apply to " property
damage" to borrowed equipment while at a
jobsite and not being used to perform
operations.

Paragraph ( 3), ( 4) and ( 6) do not apply to
property damage" to " customers goods"
while on your premises nor to the use of
elevators.
b. For the purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:

1. " Customers goods" means property of
your customer on your premises for the
purpose of being:
a. Worked on; or
b. Used in your manufacturing process.
c. The insurance afforded under this provision is
excess over any other valid and collectible
property insurance ( including deductible)
available to the insured whether primary,
excess, contingent or on any other basis.

5. Incidental Malpractice - Employed Nurses, EMTs
and Paramedics
d. With respect to the insurance afforded to SECTION II - LIABILITY, C. Who Is An Insured, these vendors, the following is added to paragraph 2.a.( 1)( d) does not apply to a nurse, SECTION II - LIABILITY, D. Liability and
Medical Expense Limits of Insurance:
391- 1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 3 of 6 emergency medical technician or paramedic
employed by you if you are not engaged in the
business or occupation of providing medical,
paramedical, surgical, dental, x- ray or nursing
services.

6. Personal Injury - Broad Form
a. SECTION II - LIABILITY, B. Exclusions, 2.

Additional Exclusions Applicable only to
Personal and Advertising Injury", paragraph
e. is deleted.
b. SECTION II - LIABILITY, F. Liability and
Medical Expenses Definitions, 14. " Personal
and advertising injury", paragraph b. is
replaced by the following:
b. Malicious prosecution or abuse of
process.
c. The following is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions, Definition 14. " Personal and
advertising injury":

Discrimination" ( unless insurance thereof is
prohibited by law) that results in injury to the
feelings or reputation of a natural person,
but only if such " discrimination" is:
1) Not done intentionally by or at the
direction of:
a) The insured;
b) Any officer of the corporation,
director, stockholder, partner or
member of the insured; and
2) Not directly or indirectly related to an
employee", not to the employment,
prospective employment or termination
of any person or persons by an insured.
d. For purposes of this endorsement, the
following definition is added to SECTION II -
LIABILITY, F. Liability and Medical Expenses
Definitions:

1. " Discrimination" means the unlawful
treatment of individuals based upon race,
color, ethnic origin, gender, religion, age,
or sexual preference. " Discrimination"
does not include the unlawful treatment
of individuals based upon developmental,
physical, cognitive, mental, sensory or
emotional impairment or any
combination of these.
e. This coverage does not apply if liability
coverage for " personal and advertising
injury" is excluded either by the provisions of
the Coverage Form or any endorsement
thereto.

Th
Haenover
Insurance GroupOH3 A578667 1001141
o. Recall of Products, Work or Impaired
Property is replaced by the following:
o. Recall of Products, Work or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for
the loss of use, withdrawal, recall,
inspection, repair, replacement,
adjustment, removal or disposal of:
1) " Your product";
2) " Your work"; or
3) " Impaired property";
If such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it, but this exclusion does
not apply to " product recall expenses"
that you incur for the " covered recall" of
your product".

However, the exception to the exclusion
does not apply to " product recall
expenses" resulting from:
4) Failure of any products to accomplish
their intended purpose;
5) Breach of warranties of fitness,
quality, durability or performance;
6) Loss of customer approval, or any
cost incurred to regain customer
approval;
7) Redistribution or replacement of
your product" which has been
recalled by like products or
substitutes;
8) Caprice or whim of the insured;
9) A condition likely to cause loss of
which any insured knew or had
reason to know at the inception of
this insurance;
10) Asbestos, including loss, damage or
clean up resulting from asbestos or
asbestos containing materials; or
11) Recall of " your products" that have
no known or suspected defect solely
because a known or suspected
defect in another of " your products"
has been found.
b. The following is added to SECTION II -
LIABILITY, C. Who Is An Insured, paragraph

3. b.:

7. Product Recall Expense "
Product recall expense" arising out of any
a. SECTION II - LIABILITY, B. Exclusions, 1. withdrawal or recall that occurred before you Applicable To Business Liability Coverage, acquired or formed the organization. 391- 1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 c. The following is added to SECTION 11 - of a deductible amount, you shall LIABILITY, D. Liability and Medical Expenses promptly reimburse us for the part of the Limits of Insurance: deductible amount we paid.

Product Recall Expense Limits of Insurance The Product Recall Expense Limits of a. The Limits of Insurance shown in the Insurance apply separately to each SUMMARY OF COVERAGES of this consecutive annual period and to any endorsement and the rules stated below remaining period of less than 12 months, fix the most that we will pay under this starting with the beginning ofthe policy Product Recall Expense Coverage period shown in the Declarations, unless the regardless of the number of: policy period is extended after issuance for 1) Insureds;
an additional period of less than 12 months.

In that case, the additional period will be
2) " Covered Recalls" initiated; or deemed part of the last preceding period for 3 Number of your products" the purposes of determining the Limits of Insurance. nsurance.
b. The Product Recall Expense Aggregate
d. The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expense Limit is the most that we will reimburse you for the sum of all " product recall
General Conditions, 2. Duties in the Event of
expenses" incurred for all " covered
Occurrence, Offense, Claim or Suit:
recalls" initiated during the policy period. You must see to it that the following are c. The Product Recall Each Occurrence done in the event of an actual or anticipated Limit is the most we will pay in covered recall that may result in product connection with any one defect or
recall expense
deficiency. 1) Give us prompt notice of any discovery
d. All " product recall expenses" in or notification that " your product" must connection with substantially the same
e. Any
one
of
deemed
general
or
recall
occurrence".
the
deficiency
occurrence"
amount
Product
expenses"
to
harmful
arise
Recall
reimbursed
and
out
in
will
condition
connection
Expense
of
reduce
considered
the
for "
same
the
Aggregate
with
will
product
amount
defect
one
any
2)
could
Cease
consignment
distribution
until
such
reason
be withdrawn
products
it
be
for
any
has
a
the
of "
of
further
cause
been
or
withdrawal
are
like
or
your
any
free
determined
recalled.
or
of
release,
product"
other
from
similar
loss
or recall;
defects
under
method
Include
shipment,
products
and
that
that
this
the
all
of
a
Limit available for reimbursement of insurance.
product recall expenses" in connection e. For the purposs of this endorsement, the with any other defect or deficiency. following definitions are added to SECTION f. If the Product Recall Expense Aggregate II - LIABILITY, F. Liability and Medical Limit has been reduced by
Expenses Definitions:
reimbursement of " product recall 1. " Covered recall" means a recall made expenses" to an amount that is less than necessary because you or a government the Product Recall Expense Each body has determined that a known or Occurrence Limit, the remaining suspected defect, deficiency, Aggregate Limit is the most that will be inadequacy, or dangerous condition in available for reimbursement of " product your product" has resulted or will result recall expenses" in connection with any in " bodily injury" or " property damage". other defect or deficiency. 2. " Product recall expense( s)" means:
g. Product Recall Deductible a. Necessary and reasonable expenses We will only pay for the amount of for:
product recall expenses" which are in
excess of the $ 500 Product Recall
1) Communications, including radio
Deductible. The Product Recall or television announcements or printed advertisements including Deductible applies separately to each covered recall". The limits of insurance stationary, envelopes and will not be reduced by the amount of this postage;
deductible.

We may, or will if required by law, pay all
or any part of any deductible amount, if
applicable. Upon notice of our payment
391- 1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 5 of 6 2) Shipping the recalled products
from any purchaser, distributor or
user to the place or places
designated by you;
3) Remuneration paid to your
regular " employees" for
necessary overtime;
4) Hiring additional persons, other
than your regular " employees";
5) Expenses incurred by " employees"
8'
including transportation and
accommodations;
6) Expenses to rent additional
warehouse or storage space;
7) Disposal of " your product", but
only to the extent that specific
methods of destruction other than
those employed for trash
discarding or disposal are g,
required to avoid " bodily injury"
or " property damage" as a result
of such disposal,
you incur exclusively for the purpose
of recalling " your product'; and
b. Your lost profit resulting from such
covered recall".
f. This Product Recall Expense Coverage does
not apply:

Hanover
Insurance GroupOH3 A578667 1001141
1) If the " products - completed operations
hazard" is excluded from coverage under
this Coverage Part including any
endorsement thereto; or
2) To " product recall expense" arising out of
any of " your products" that are otherwise
excluded from coverage under this
Coverage Part including endorsements
thereto.

Unintentional Failure to Disclose Hazards
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions:

Representations
We will not disclaim coverage under this
Coverage Part if you fail to disclose all hazards
existing as of the inception date of the policy
provided such failure is not intentional.

Unintentional Failure to Notify
The following is added to SECTION II -
LIABILITY, E. Liability and Medical Expenses
General Conditions, 2. Duties in the Event of
Occurrence, Offense, Claim or Suit:

Your rights afforded under this Coverage Part
shall not be prejudiced if you fail to give us
notice of an ' occurrence", offense, claim or " suit',
solely due to your reasonable and documented
belief that the " bodily injury", " property damage"
or " personal and advertising injury" is not
covered under this Policy.

ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391- 1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 Policy No. OH3A578667
insured' s rights against all those other premium in accordance with our rates and insurers. rules then in effect.
c. When this insurance is excess over other 3. With our consent, you may continue this insurance, we will pay only our share of policy in force by paying a continuation the amount of the loss, if any, that premium for each successive one- year exceeds the sum of: period. The premium must be:
1) The total amount that all such other a. Paid to us prior to the anniversary insurance would pay for the loss in date; and
the absence of this insurance; and b. Determined in accordance with 2) The total of all deductible and paragraph 2. above.
self- insured amounts under all that Our forms then in effect will apply. If you other insurance. do not pay the continuation premium, this d. We will share the remaining loss, if any, policy will expire on the first anniversary with any other insurance that is not date that we have not received the described in this provision and was not premium.
bought specifically to apply in excess of 4. Undeclared exposures or change in your the Limits of Insurance shown in the business operation, acquisition or use of Declarations for this Coverage. locations may occur during the policy e. Method of Sharing period that is not shown in the
If all of the other insurance permits Declarations. If so, we may require an contribution by equal shares, we will
additional premium. That premium will be
follow this method also. Under this determined in accordance with our rates approach each insurer contributes equal and rules then in effect. amounts until it has paid its applicable J. Premium Audit Limit of Insurance or none of the loss 1. This policy is subject to audit if a premium remains, whichever comes first. designated as an advance premium is If any of the other insurance does not shown in the Declarations. We will permit contribution by equal shares, we compute the final premium due when we will contribute by limits. Under this determine your actual exposures. method, each insurer' s share is based on 2. Premium shown in this policy as advance the ratio of its applicable Limit of premium is a deposit premium only. At the Insurance to the total applicable limits of close of each audit period, we will insurance of all insurers. compute the earned premium for that f. When this insurance is excess, we will period and send notice to the first Named have no duty under Business Liability Insured. The due date for audit premiums Coverage to defend any claim or " suit" is the date shown as the due date on the that any other insurer has a duty to bill. If the sum of the advance and audit defend. If no other insurer defends, we premiums paid for the policy period is will undertake to do so; but we will be greater than the earned premium, we will entitled to the insured' s rights against all return the excess to the first Named those other insurers. Insured.

I. Premiums 3. The first Named Insured must keep

1. The first Named Insured shown in the records of the information we need for Declarations: premium computation and send us copies
at such times as we may request.
a. responsible for the payment of all
premiums; p and
K. Transfer of Ri g hts of Recove rY A9ainst Others
to Us
b. Will be the payee for any return
premiums we pay. 1. Applicable to SECTION I - PROPERTY

2. The premium shown in the Declarations was
Coverage:
computed based on rates in effect at the time If any person or organization to or for the policy was issued. On each renewal, whom we make payment under this policy continuation or anniversary of the effective has rights to recover damages from date of this policy, we will compute the another, those rights are transferred to us to the extent of our payment. That person
or organization must do everything
necessary to secure our rights and must
do nothing after loss to impair them. But
you may waive your rights against another
party in writing:
391- 1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 80 of 81 a. Prior to a loss to your Covered
Property.
b. After a loss to your Covered Property
only if, at time of loss, that party is
one of the following:
1) Someone insured by this
insurance;
2) A business firm:
a) Owned or controlled by you;
or
b) That owns or controls you; or
3) Your tenant.

You may also accept the usual bills of
lading or shipping receipts limiting the
liability of carriers.

This will not restrict your insurance.

2. Applicable to SECTION II - LIABILITY
Coverage:

If the insured has rights to recover all or
part of any payment we have made
under this Coverage Part, those rights
are transferred to us. The insured must
do nothing after loss to impair such
rights. At our request, the insured will
bring " suit" or transfer those rights to us
and help us enforce them.

Hanover
Insurance GroupOH3 A578667 1001141
We waive any right of recovery we may
have against any person or
organization with whom you have a
written contract, permit or agreement
to waive any rights of recovery against
such person or organization because of
payments we make for injury or
damage arising out of your ongoing
operations or " your work" done under a
contract with that person or
organization and included in the
products - completed operations
hazard".

This condition does not apply to
Medical Expenses Coverage.

L. Transfer of Your Rights and Duties Under
This Policy
Your rights and duties under this policy
may not be transferred without our written
consent except in the case of death of an
individual Named Insured. If you die, your
rights and duties will be transferred to your
legal representative but only while that
legal representative is acting within the
scope of their duties as your legal
representative. Until your legal
representative is appointed, anyone with
proper temporary custody of your property
will have your rights and duties but only
with respect to that property.
391- 1003 08 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 81 of 81 Rif CERTIFICATE OF LIABILITY INSURANCE Acct#: 1169655

DATE( MMIDDNYYY)
3/ 30/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy( 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 endorsements .

PRODUCER
Lockton Companies, LLC
3657 Briarpark Dr., Suite 700
CONTACT888- NAME: 828- 8365
PHONE AIC No :

Houston, TX 77042 A DRIESS:

INSURERS AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
INSURER A: Ace American Insurance Co. 22667

INSURED
FIELDMAN, ROLAPP 3 ASSOCIATES, INC. INSURER B
DBA APPLIED BEST PRACTICES INSURER C:
19900 MACARTHUR BLVD STE 1100
IRVINE, CA 92612- 8429 INSURER D
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVI-SION NIIMRFR•

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

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

INSR LTR I TYPE OF INSURANCE

ADDL SUBR

POLICY NUMBER MM/DDY MMDDNYYY LIMITS

COMMERCIAL GENERAL LIABILITY

CLAIMS -MADE FIOCCUR
EACH OCCURRENCE $

DAMAGEREN D
PREMIE a occurrence $
MED EXP ( Any oneperson) $
PERSONAL & ADV INJURY $
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY
PROJECT 7 LOC PRODUCTS - COMP/ OP AGG $
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $
8 accident)
ANY AUTO BODILY INJURY ( Per person) $

ALL OWNED SCHEDULED
AUTOS AUTOS BODILY INJURY ( Per accident) $

HIRED AUTOS

NON - OWNED
AUTOS
PROPERTY DAMAGE $
Per accident
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS UAB CLAIMS - MADE AGGREGATE $
DED RETENTION $
WORKERS COMPENSATION_

X I PIAT I AND EMPLOYERS' I

LIABILITY
YIN TE
A ANY PROPRIETOR/ PARTNER/ EXECUTIVE E. L. EACH ACCIDENT $ 2, 000, 000 OFFICERIMEMBER EXCLUDED? NIA X 068848593 10/ 1/ 2020 10/ 1/ 2021 E. L. DISEASE - EA EMPLOYE $ Mandatory 2,000,000 in
Ifes, ynddescribe under
E. L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS 2. 000, 000 below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) WAIVER OF SUBROGATION IN FAVOR OF City of Seal Beach WHEN REQUIRED BY WRITTEN CONTRACT.

CITY OF SEAL BEACH
211 EIGHTH STREET
SEAL BEACH, CA 90740
ArnRn 9S / Jn49%1141
I IVIV

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
vyv — — U.— Vu lllal RJ VI NVVr%u
Workers' Compensation and Employers' Liability Policy
Named Insured Endorsement Number
Insperity, INC. L/ C/ F
FIELDMAN, ROLAPP & ASSOCIATES, INC. DBA APPLIED BEST Policy Number

PRACTICES
19001 Crescent Springs Drive
Symbol: RWC Number: C68848593
Kingwood, TX 77339
Policy Period Effective Date of Endorsement
10/ 1/ 202o TO 10/ 1/ 2021 10/ 1/ 2020
Issued By ( Name of Insurance Company)
Ace American Insurance Co.

Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page.

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us.

You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

Schedule

1. ( X) Specific Waiver
Name of person or organization:

City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

2. Operations:

3. Premium:

The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on payroll in connection with work performed for the above person( s) or organization( s) arising out of the operations described.

4. Minimum Premium: INCLUDED
41k/RX1152r`
u onze epresen a rve
WC 99 03 22
Agenda Item D

AGENDA STAFF REPORT
DATE: March 9, 2026
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, City Manager
FROM: Michael Henderson, Chief of Police
SUBJECT: Authorization to Donate Surplus AXON TASER 7
Conducted Energy Weapons to the Village of Hamburg,
New York Police Department
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7746:

1. Designating AXON TASER 7 Conducted Energy Weapon (CEW) equipment as surplus City-owned property no longer required for departmental operations and authorizing its disposition; and,

2. Authorizing the Seal Beach Police Department to donate surplus AXON TASER 7 Conducted Energy Weapon (CEW) equipment to the Village of Hamburg, New York, Police Department.

BACKGROUND AND ANALYSIS:

The Seal Beach Police Department has completed its transition from the AXON TASER 7 platform to the TASER 10 platform. As a result of this transition, the department currently possesses surplus TASER 7 CEW units that are no longer in active service and are not expected to be redeployed due to changes in equipment design, training requirements, standardization, and operational needs.

At present, the department maintains approximately forty-six (46) TASER 7 units that remain functional but no longer align with departmental deployment or training standards. Continued retention of this equipment provides limited operational benefit and creates ongoing storage, inventory, and administrative obligations.

To responsibly manage City-owned resources, the department proposes donating a portion of this surplus equipment to an eligible law enforcement agency. Through professional coordination within the TASER Instructor Network, the Village of Hamburg, New York Police Department has been identified as a recipient agency and has expressed interest in receiving twenty (20) TASER 7 handles and associated equipment.

Donating the surplus equipment allows another law enforcement agency to enhance officer safety and maintain access to less-lethal force options while avoiding unnecessary storage, maintenance, and disposal costs for the City of Seal Beach. This action also supports interagency cooperation and the continued public safety use of functional equipment.

The option of selling the surplus TASER 7 units was considered; however, resale would likely yield minimal financial return due to depreciation, manufacturer restrictions, and limited secondary market demand following the release of newer TASER platforms. Additionally, the administrative burden associated with resale, including legal review, bidding processes, and transaction oversight—would likely outweigh any nominal revenue generated.

The proposed donation maximizes the remaining public safety value of the equipment and represents the most efficient and cost-effective disposition of the surplus assets.

ENVIRONMENTAL IMPACT:

There is no environmental impact related to this item.

LEGAL ANALYSIS:

The proposed donation will be structured to ensure that the City of Seal Beach and the Seal Beach Police Department incur no ongoing liability, responsibility, or indemnification obligations following the transfer. The recipient agency will formally acknowledge receipt, acceptance, and assumption of responsibility for the equipment. The City Attorney will review all transfer documentation prior to final disposition to ensure legal sufficiency and compliance with municipal requirements.

FINANCIAL IMPACT:

There is no direct fiscal impact associated with this action. The equipment has already been purchased and depreciated, and no revenue is anticipated from the donation. Approval of this item will eliminate ongoing storage and administrative costs associated with retaining surplus equipment. Shipping costs associated with the transfer will be paid by the Village of Hamburg, New York, Police Department.

STRATEGIC PLAN:

This item supports the City’s Strategic Plan goals related to fiscal responsibility, efficient asset management, and public safety partnerships.

RECOMMENDATION:

That the City Council adopt Resolution 7746:

1. Designating AXON TASER 7 Conducted Energy Weapon (CEW) equipment as surplus City-owned property no longer required for departmental operations and authorizing its disposition; and,

2. Authorizing the Seal Beach Police Department to donate surplus AXON TASER 7 Conducted Energy Weapon (CEW) equipment to the Village of Hamburg, New York, Police Department.

SUBMITTED BY: NOTED AND APPROVED:

Michael Henderson Patrick Gallegos
Michael Henderson, Chief of Police Patrick Gallegos, City Manager Prepared by: Michael Ezroj, Operation Bureau Captain
ATTACHMENTS:

A. Resolution 7746
RESOLUTION 7746

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

APPROVING AND AUTHORIZING THE SEAL BEACH POLICE
DEPARTMENT TO DONATE SURPLUS AXON TASER 7

CONDUCTIVE ENERGY WEAPONS EQUIPMENT TO THE

VILLAGE OF HAMBURG, NEW YORK, POLICE DEPARTMENT

AND DESIGNATING THE EQUIPMENT AS SURPLUS PROPERTY
WHEREAS, the Seal Beach Police Department strives to assist the Village of Hamburg in donating items that would otherwise be destroyed and allowing them access to tools to help peacefully resolve matters; and, WHEREAS, the donation of the AXON TASER 7 Conducted Energy Weapons equipment will allow the Village of Hamburg to use equipment that is a standard within the law enforcement community; and,
WHEREAS, there is no fiscal impact to the City of Seal Beach, and the donation will eliminate the ongoing storage and administrative costs; and, WHEREAS, the City of Seal Beach desires to support its public safety industry partners.

NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine, and order as follows:

Section 1. The City Council hereby designates the AXON TASER 7 handles and associated equipment as surplus property no longer needed for City use.

Section 2. The City Council hereby approves the donation of 20 AXON TASER 7 Conductive Energy Weapons equipment to the Village of Hamburg, New York, Police Department.

Section 3. The City Council hereby authorizes the donation and the Chief of Police and/or the City Manager as the designee to execute the donation and any other documents necessary to implement the transfer from the Seal Beach Police Department to the Village of Hamburg, New York, Police Department.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of March 2026 by the following vote:

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

Lisa Landau, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7746 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of March 2026.

Gloria D. Harper, City Clerk
Agenda Item E

AGENDA STAFF REPORT
DATE: March 9, 2026
TO: Honorable Mayor and City Council
THRU: Patrick Gallegos, City Manager
FROM: Joe Bailey, Marine Safety Chief
SUBJECT: Approving a Fee Increase for the Seal Beach Marine Safety Junior Lifeguard Program, Amending the City’s Cost
Recovery Schedule, and Approving the Associated Budget
Adjustment
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7747:

1. Approving a fee increase for the Seal Beach Marine Safety Junior Lifeguard Program; and,

2. Amending the City’s Cost Recovery Schedule; and,

3. Approving Budget Amendment BA #26-09-01 to increase the Junior Lifeguard Budget for Fiscal Year 2025/2026 in the amount of $17,500.00.

BACKGROUND AND ANALYSIS:

The Seal Beach Marine Safety Junior Lifeguard Program is a summer recreational and educational program serving youth between the ages of 9 through 17. The program consists of one (1) seven-week session conducted during the summer season.

Participant registration fees are intended to recover the full cost of program operations, including uniforms (shorts, shirt, hat, and backpack), instructional staff wages, field trips, equipment, and administrative expenses. In accordance with City policy, program fees are periodically evaluated to ensure alignment with actual program costs.

During the summer of 2025, program enrollment reached capacity earlier than anticipated, resulting in an increase in participant enrollment from 300 to 350 youth. To maintain appropriate supervision levels and program quality standards, additional instructional staff was required. In addition, on October 13, 2025, the

City Council adopted Resolution 7702 granting Marine Safety part-time employees a wage increases during the current fiscal year, further increasing program operating costs.

Given these factors, a fee adjustment is necessary to ensure continued cost recovery and ensure the ongoing financial sustainability of the Junior Lifeguard Program. The proposed fee amounts described below were determined after reviewing the City’s overall cost of offering the program, including all labor costs and direct and indirect costs. Staff have determined that the fees do not exceed the cost of providing the service.

The updated fees are listed below:

Junior Lifeguard Programs:

1. Resident:
a) First child $700.00 per child; and,
b) Second and subsequent sibling $675.00 per child

2. Non-Resident :
a) First child $750.00 per child; and,
b) Second and subsequent sibling $710.00 per child
ENVIRONMENTAL IMPACT:

Approval of this item does not constitute a project under the California Environmental Quality Act (CEQA) and will have no environmental impact.

LEGAL ANALYSIS:

No legal analysis is required for this item.

FINANCIAL IMPACT:

Budget Adjustment BA #26-09-01
Description Account Revised/Adopted
Budget
Proposed
Budget
Budget (diff)
Amendment
Junior Lifeguard Fees 106-000-0000-
47403
$ 250,000.00 $ 267,500.00 $ 17,500.00
Special Departmental -
Junior Lifeguard
106-230-0828-
52201
$ - $ 17,500.00 $ 17,500.00
The proposed amendment to the Cost Recovery Schedule is anticipated to generate an additional $17,500.00 in revenue in Fiscal Year 2025–2026, which will partially offset increased staffing and operational expenses associated with the program.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7747:

1. Approving a fee increase for the Seal Beach Marine Safety Junior Lifeguard Program; and,

2. Amending the City’s Cost Recovery Schedule; and,

3. Approving Budget Amendment BA# 26-09-01 to increase the Junior Lifeguard budget for Fiscal Year 2025/2026 in the amount of $17,500.00.

SUBMITTED BY: NOTED AND APPROVED:

Joe Bailey Patrick Gallegos
Joe Bailey, Marine Safety Chief Patrick Gallegos, City Manager ATTACHMENTS:

A. Resolution 7747
B. Redline Cost Recovery Schedule
RESOLUTION 7747

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL
BEACH, CALIFORNIA, AMENDING THE CITY’S COST

RECOVERY SCHEDULE TO INCREASE FEES FOR THE

MARINE SAFETY JUNIOR LIFEGUARD PROGRAM
WHEREAS, the City of Seal Beach offers a Marine Safety Junior Lifeguard Program that provides summer educational and recreational opportunities for youth ages 9 through 17; and,
WHEREAS, the Junior Lifeguard Program consists of one seven-week summer session and is funded through participant registration fees intended to recover the full cost of program operations, including uniforms, staffing, equipment, field trips, and administrative expenses; and,
WHEREAS, the City periodically reviews program fees to ensure consistency with actual operating costs and the City’s Cost Recovery policies; and, WHEREAS, during the summer of 2025, program enrollment reached capacity earlier than anticipated, resulting in an increase in enrollment to 350 participants and necessitating the hiring of additional instructional staff to maintain appropriate supervision and program quality; and,
WHEREAS, a fee increase is necessary to offset increased staffing and operational expenses and to ensure continued cost recovery and financial sustainability of the Junior Lifeguard Program; and,
WHEREAS, the Marine Lifeguard Department has evaluated the cost of providing the Junior Lifeguard Program, including all labor and direct costs, and determined that the proposed fees outlined below do not exceed the cost of providing the service to participants; and,
WHEREAS, a budget adjustment to receive the funds into the Junior Lifeguard budget is required; and,
WHEREAS, this action to adopt the proposed fees does not constitute a project under the California Environmental Quality Act (CEQA) and will have no environmental impact because it is merely related to the City’s cost recovery schedule.

NOW, THEREFORE, the Seal Beach City Council does resolve, declare, determine, and order as follows:

Section 1. The City Council hereby amends the City’s Cost Recovery Schedule to increase fees for the Marine Safety Junior Lifeguard Program, as set forth below:

Junior Lifeguard Programs:

1. Resident:
a) First child $700.00 per child; and,
b) Second and subsequent sibling $675.00 per child.

2. Non-Resident :
a) First child $750.00 per child; and,
b) Second and subsequent sibling $710.00 per child.

Section 2. The foregoing fees shall become effective immediately and staff is directed to incorporate them into the City’s Cost Recovery Schedule. The fees shall apply to future Junior Lifeguard Program enrollment periods until changed by the City Council.

Section 3. The City Council hereby approves a budget adjustment in the amount of $17,500.00 for the Junior Lifeguard Program.

Section 4. The City Manager, or designee, is authorized and directed to implement the fee adjustments and take all actions necessary to carry out the intent of this Resolution.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 9th day of March 2026 by the following vote:

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

Lisa Landau, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7747 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 9th day of March 2026.

Gloria D. Harper, City Clerk