Placentia City Council
October 18, 2022

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH KEYSER MARSTON ASSOCIATES, INC.

THIS AGREEMENT is made and entered into this 18th day of October, 2022 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and KEYSER MARSTON ASSOCIATES, INC., a California corporation ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide real estate advisory services as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:

(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization 2 Keyser Marston

by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed Sixty -Three Thousand Dollars ($63,000.00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more. The City Engineer is authorized to approve a Change Order for such additional services.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice.

Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A."

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.
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4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue until October 18, 2023, unless previously terminated as provided herein or as otherwise agreed to in writing by the Parties. Parties may agree to in writing to extend this agreement for one (1) additional six (6) month extension.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.

If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the 4 Keyser Marston

possession of the Consultant. City shall not be liable for any claim of lost profits.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 11 88, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the 5 Keyser Marston

duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City.

The City, its officers and employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section.
(d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant.

If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are addition- al insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
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(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.

5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance shall be attached hereto as Exhibit "B" and incorporated herein by this reference.

5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, 7 Keyser Marston

facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT:

Keyser Marston Associates, Inc.
777 South Figueroa St., Suite 2555
Los Angeles, CA 90017
Tel: (213) 622-8095
Attn: Julie Romey
IF TO CITY:

City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: (714) 993-8264
Attn: Damien R. Arrula

6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the alleged negligence or willful misconduct in the performance of the work undertaken by the Consultant, its employees, and/or authorized subcontractors, pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or 8 Keyser Marston

otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. With the exception of Consultant's proprietary computer models, all findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City, but shall be made available to the City within ten (10) days of request 9 Keyser Marston

or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so 10 Keyser Marston

incorporated by reference, this Agreement shall govern over the document referenced.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6.19. No Third Partv Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF PLACENTIA,
A municipal corporation
Damien R. Arrula, City Administrator
ATTEST:

City Clerk and ex -officio Clerk
of the City of Placentia

CONSULTANT
KEYSER MARSTON ASSOCIATES, INC.

Signature
Julie L. Romev, Vice President
Name and Title
94-2363741
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Christain L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Rosanna Ramirez, Risk Management
12 Date:

Date:

Date:

Date:

Keyser Marston

APPROVED AS TO CONTENT:

Jeannette Ortega, Project Manager

DEPARTMENTAL APPROVAL
Date:

Date:

Joseph Lambert, Director of Development Services
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EXHIBIT A

CONSULTANT'S PROPOSAL
14 Keyser Marston

KEYSER MARSTON ASSOCIATES.

REQUEST FOR PROPOSALS

REAL ESTATE ADVISORY SERVICES FOR

AFFORDABLE HOUSING DEVELOPMENT

BANKER STREET PROPERTIES
Prepared for:

City of Placentia
Development Services Department
401 E. Chapman Avenue
Placentia, CA 92870
Contact: Jeannette Ortega, Assistant to City
Administrator/Economic Development Manager
Prepared by:

Keyser Marston Associates, Inc.

ADVISORS IN:

Real Estate
Affordable Housing
Economic Development

BERKELEY
A. Jerry Keyser
Debbie M. Kern
David Doezema
Los ANGELES
Kathleen H. Head
James A. Rabe
Gregory D. Soo -Hoo
Kevin E. Engstrom
Julie L. Romey
Tim R. Bretz
SAN DlEGU
Paul C. Marra
KEYSER MARSTON ASSOCIATES.

AbVISt7RS IN PUBLIC/PRIVATE REAL ESTATE DEVELOPMENT
September 26, 2022
Jeannette Ortega
Assistant to the City Administrator / Economic Development Manager City of Placentia
401 E. Chapman Avenue
Placentia, California 92870
RE: RFP for Real Estate Advisory Services — Baker Street Properties Dear Ms. Ortega:

Keyser Marston Associates, Inc. (KMA) is pleased to submit this proposal to provide real estate and economic advisory services to the City of Placentia (City) regarding the selection of a developer and disposition of the Baker Street properties in the City.

KMA has provided similar services to our public sector clients for nearly 50 years, including the City of Placentia. KMA's Los Angeles office has significant experience with developer selection and disposition of affordable housing sites. For this assignment the City has requested experience and expertise in the following four major areas:
• Preparation of Requests for Proposals (RFP);
• Evaluation of developer submittals and developer selection; and • Transaction negotiations.

To perform in each of these areas, the consultant needs to have a strong background and demonstrated experience in real estate, economic and affordable housing analysis, transaction negotiations, and public and closed session presentations. Over the years, KMA has demonstrated its expertise and experience in all of these areas. The following proposal presents KMA's qualifications, experience, references, scope of work approach, timeline and budget:
• Schedule of Performance
• Company Information
• References
• Key Personnel
• Project Fee
777 SOUTH FIGUEROA STREET, SUITE 2555 - LOS ANGELES, CALIFORNIA 90017 - PHONE 213.622.8095 WWW.KEYSERMARSTON.COM
2209009:PLA:jir
99900.000.002

Jeannette Ortega
City of Placentia
September 26, 2022

Julie Romey will serve as Principal -in -charge of this assignment. She is authorized to answer any questions regarding this proposal and is authorized to negotiate a contract. Her contact information is provided below:

Julie Romey
Senior Principal
714-526-0444 x306
jromevakevsermarston.com
We look forward to working with the City to select a developer for this key City development opportunity to provide affordable housing.

Sincerely,
Keyser Marston Associates, Inc.

Julie Romey
Senior Principal
Attachment
2209009: P IA: jlr
99900.000.002

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street SCHEOuLE OF PERFORMANCE
After reviewing the City of Placentia (City) Request for Proposals (RFP) for real estate advisory services related to the potential sale of City -owned proper lies on Baker Street, Keyser Marston Associates, Inc. (KMA) ILus f,ttp.cd the following to illustrate uui Fiopustd approach to the six tasks listed in the RFP. Also included are an estimated timeline and a not -to -exceed budget. The developer selection and negotiation tasks can be quite time intensive leading to high costs. For purposes of the scope of work and budget estimate, KMA has made several assumptions regarding the number of meetings, interviews, etc. These are over and above those noted in Task

5. PROPOSED SCOPE OF WOTU<
KMA understands that the City is requesting the following scope of work:

Task 1: Background Review
1 -
• Review and study the City -owned properties at 323, 307, 312 and 314 Baker Street (City -Owned Properties) and the six parcels with the following addresses (Private Properties): 320 S. Walnut (APNs 339-392-21 & 22), unknown address (APN 339-392-20) adn 319, 315, 311 Baker Street.

Task 2: RFP Preparation Sr Land Acquisition Options
•Develop a comprehensive RFP for the sale of the City -Owned Properties in a form acceptable by the City. •Evaluate options for potential acquisition of the Private Properties for a larger development.

Task 3: Evaluation of Proposals
• Assist in the evaluation of the proposals and recommendation of a qualified developer, including:
•Scoring and verifying developer's experience in affordable/workforce housing development, reviewing developer's credit worthiness, portfolio and funds necessary to purchase the property, and schedule of performance.
•Analyze various financial reports including but not limited to pro forma analysis, development budget, cash flow analysis, and other economic analysis (e.g. fiscal impact reports, highest and best use, tax analysis) Task 4: Negotiation Support & T a. oa lam. Documentation Assistance • Assist in the real estate negotiations and in the development of an Exclusive Negotiation Agreemetn (ENA) and/or Purchase and Sale Agreement/Development Agreement in a form acceptable by the City and the City's broker.

Task 5: In -Person Meetings
• Up to 5 in-person meetings with City Staff / Development Ad Hoc Committee •Up to 5 in-person meetings with City Council (Closed/Open Session) meetings for Real Property Negotations 1 Task 6: Other Tasks
•Other tasks, as may be requested by the City.

Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA - Real Estate Advisory Services - Baker Street

KMA APPROACH TO PROPOSED SCOPE OF WORK
Based on the scope of work and background provided in the RFP, the following outlines KMA's proposed approach:
1 ask 1: Background Review
KMA views Task 1 as a period of gathering relevant information about the City's goals for the City -owned parcels, determining an approach to potentially include the private parcels in the future development, developing a Surplus Land Act (SLA) strategy for the project, determining affordable housing requirements that need to be met in the project, the Housing Successor's SB 341 income targeting status, land conveyance options, available funding sources and any issues or restrictions on the City -owned parcels and many more items.

KMA proposes that the City and KMA meet for a kickoff meeting (Kickoff Meeting) to discuss all of the above and develop an additional requested information list for the City to provide to KMA. KMA will review all the documents. In addition, the City and KMA will develop up to three land acquisition options for KMA to analyze in Task 2. 11,1, T?t•P' T'rc•i, ration .p. 1 11,11 A.

After the Kickoff Meeting with City Staff and the receipt of the information request items, KMA will begin on the following two subtasks. It should be noted that the City will likely be required to make decisions about the acquisition of the Private Properties prior to the completion of the RFP.
f rt_ 0` 2A RIP Preparation
KMA understands that the City intends to solicit purchase and development proposals for the City -Owned Properties. The following scope of services assumes that KMA will prepare the RFP and the City will supply any necessary contract language or standard City procurement language. Costs can be reduced if the City prepares the RFP with input from KMA.

KMA proposes to undertake the following scope of services related to the preparation of an RFP:

1. Recommend the solicitation scope, format, submittal requirements and evaluation criteria for City approval.

2. Recommend a strategy for incorporating the State of California's Surplus Land Act (SLA) requirements into the City's disposition plan for the City -Owned Properties.

3. Prepare draft solicitation documents for City review, which will include, at a minimum, the following sections and required information from potential developers:

Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street Introduction
City Goals and Objectives
Site Information
■ Regional and local context
'Property details
■ Zoning and entitlement information
Submittal Requirements, including
■ Proposed development entity
• Development experience
• Key staff member experience
■ Financial capacity
• Proposed development program
• Project pro forma
• Project schedule
■ Price and Terms
Evaluation Process and Schedule
Additional documents

4. Prepare final solicitation documents that incorporate the City's comments on the draft documents.

S. KMA will also help the City identify affordable housing developers that may be interested and qualified to develop the property.

Task 2B —1 antd .4cquisitioa Options
Also, after the Kickoff Meeting, KMA will analyze up to three options for how the Private Properties can be assembled so that a larger development could be possible. These options could include the City acquiring one or more of the identified private properties, request in the RFP that developers propose how they would attempt to acquire the properties, or one or more of the current property owners partner with the City and/or Developer in the development of affordable housing.

KMA will provide a matrix to City Staff that itemizes the issues/concerns, strengths/weaknesses of the various land acquisition options. The City will need to provide direction to KMA on how the potential for acquiring the Private Properties should be incorporated into the RFP and Task 2Bwould need to be completed prior to the RFP document completion.

Task 3: Evaluation of Proposals
KMA assumes it will be leading the evaluation process and undertaking technical analyses for the evaluation panel. To that end, KMA proposes the following:

Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street RFP Inquiries
■ KMA will act as a point of contact for financial and economic questions concerning the RFP including attendance at a pre-bid meeting (if necessary).

Financial Statement Review
■ KMA will perform a confidential review of the developers' financial statements to ensure their ability to perform.

Initial Proposal Review
• KMA will review proposals and identify deficiencies or areas that require clarification. We will also prepare a list of follow up questions for each developer to augment the proposal submittal. KMA will evaluate the responses to ensure the developers have fully addressed all aspects of the RFP.

Reference Review
■ KMA will check references for each of the submitting developers.

Interviews
• KMA will assist the City in preparing for and conducting developer interviews (if necessary).

Detailed Proposal Review
• KMA will review the assumptions made by the developers to ensure its consistency with existing and future conditions.
• KMA will evaluate the proposed action plan and schedule of performance proposed by the developers, including their proposed marketing and management plans as well as plans to acquire any of the identified private parcels.
■ Finally, KMA will review the development and operating projections:
• Evaluate project costs.
• Consider whether proposed affordability restrictions will meet the various City and funding source requirements.
• Compare operating cost assumptions to current norms.
■ Evaluate the proposed acquisition price to the City and public revenues.

Summarize RFP Review
■ KMA will prepare a comparison matrix of the developer proposals with an accompanying memorandum summarizing the key issues and assumptions and recommendation. The matrix will also include KMA's scoring of each proposal.

Developer Selection
• KMA will assist in preparing the staff report that will be submitted to the City Council that recommends the selected proposer.
• KMA will participate as needed as needed at closed and open session of City Council.

Fask 4: Neg !;ltion (•tpport '° ''ransaction flocun 'ntation "k ,t4i t.tttre After selection of the developer(s), KMA will assist the City and its legal counsel in the negotiation of the ENA, Development and Disposition Agreement (DDA), Owner Participation Agreement Keyser Marston Associates, Inc.

September 26, 2022

CITY OF PLACENTIA - Real Estate Advisory Services - Baker Street (OPA) or such other agreements as are necessary to implement the project. KMA will provide the following services:

KMA proposes to provide the following support during negotiations:

1. Assist the City Staff and legal counsel in preparing an ENA;

2. Be involved in land disposition negotiations between the City and Developer; and

3. Summarize, interpret and explain key aspects of the financial characteristics of the proposer's negotiating positions. This may include preparing financial models illustrating the ramifications of proposed agreement terms.
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KMA will also assist in structuring the financial terms of the transaction and the documents:

1. Assist legal counsel in preparing the business term portions of the disposition agreement.

2. Prepare a summary of the financial components of the proposed transaction in support of the City staff recommendations; and

3. As required by State law to dispose of Housing Successor land, KMA will prepare the reuse analysis and 33433 report.

Task 5: In -Person Meetings
The RFP estimates that the Consultant will participate in up to five in-person meetings with City Staff and/or the Development Ad Hoc Committee and five Closed and/or Open City Council meetings. At the discretion of the City, KMA can lead the discussion of selection and deal point issues with the City Council and/or senior management. The following provides when in-person meetings may be needed:

Staff / City Council
Development Closed / Open
Ad Hoc Session Total
Task In -Person Meeting Purpose Committee Meetings Meetings 1 Kickoff Meeting 1 0 1
2A RFP Drafting Decisions 1 0 1
2B Acquisition Scenarios 1 0 1
3 Developer Selection 1 2 3
4A Approval of Development Agreement 1 2 3
4B Disposition Reporting 0 0 0
Additional Meetings, as needed 1 1 2
Totals 5 5 10
Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA - Real Estate Advisory Services - Baker Street Fask (: Other Tasks, as Nt
The City may have other tasks that are not currently anticipated. KMA will undertake such tasks on a time and material basis. KMA can provide fiscal impact reports, highest and best use analyses, tax analyses, ground lease vs. sale analyses, etc.

WORK PRODUCTS / DEADLINES
The following work products will be provided as follows:
1: Background
Review
2A: RFP
Preparation
2B: Land
Acquisition
Options
3: Evaluation of
Proposals
4A: Negotiation
Support
4B: Transaction
Documents
Assistance
■ Additional Requested
Information List
■ Draft RFP document
• Final RFP document
• Draft Matrix
• Final Matrix
■ Draft Evaluation / Scores
■ Final Evaluation / Scores
• Dependent upon
Negotiations
• Reuse Analysis
• 33433 Summary Report
■ 3 Days after Kickoff Meeting
• 4 Weeks after project initiation
■ Within 1 Week of receipt of comments
from the City.
■ 2 Weeks after Options agreed upon.
• 1 Week after comments on Draft received
from City Staff.
• 3 to 4 Weeks after KMA receives
proposals (based on the number of
proposals)
• 1 Week after receipt of City comments
• No work product known at this time
• 2 Weeks after Deal Terms finalized
• 2 Weeks after Deal Terms finalized
Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA - Real Estate Advisory Services - Baker Street

PROPOSED TIMELINE
KMA estimates the following schedule for the selection and negotiation process. The process represents the technical work effort; does not consider City review periods or publication requirements. KMA expects the RFP to allow 60 to 90 days for developer responses. 1: Background Review
2A: RFP Preparation
2B: Land Acquisition Options
RFP Release
Due Date of Developer Proposals
3: Evaluation of Proposals
4: Negotiations / Documents
5: In -Person Meetings
6: Other Tasks, as needed
2 Week Review Period
5 Weeks (concurrently with Task 2B)
3 Weeks (concurrently with Task 2A)
December 19, 2022
February - March 2022
5 Weeks to Finalize Scores (assumes no interviews and
evaluation panel is in place)
Schedules for these are outside the control of KMA.

If the Kickoff Meeting occurs the same week as the anticipated approval of the consultant (October 18, 2022), and City Staff is able to turn around each of the various drafts within one week, KMA estimates that the RFP should be able to be released by December 19, 2022. KMA does suggest, however, that unless there is a certain reason the RFP must be released by the end of the 2022 that the City wait until January 2023 to release it to make sure developers don't miss the noticing of the RFP during the holiday season.

Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA - Real Estate Advisory Services - Baker Street

COMPANY INFORMATION

FIRM DESCRIPTION
Keyser Marston Associates, Inc. is a full-service real estate, financial and economic consulting firm that has a dedicated affordable housing advisory group. Founded in 1973, the firm has served over 600 clients on more than 2,000 projects, including some of the most high-profile public/private partnerships in California. The firm's public -sector clients include nearly every major municipality in California, as well as counties, ports, special districts, universities, and former military bases. While we are best known for our role as advisors to public sector and institutional clients, we also have an extensive private sector practice, which primarily serves corporations, law firms, and landowners. The majority of KMA assignments involve long- standing client relationships with former redevelopment agencies, housing successor agencies, housing authorities, city and county governments, including the City of Placentia as well as the cities of Anaheim, Fullerton, Irvine, Huntington Beach, Santa Ana, and many other jurisdictions in Orange County.

For nearly 50 years, KMA has held the same commitment to clients: to provide creative and pragmatic solutions to complex urban development. Our practice areas include:
■ Public-private real estate transactions • PubIic benefits and entitlements ■ Fiscal and economic impacts • Affordable and inclusionary housing ■ Transit -oriented neighborhoods • Economic development We approach all our assignments from a reality -based perspective. Our objective is to provide decision -makers with sound advice supported by strong technical analysis of all economic factors that impact success, including:
■ Market conditions • Community needs and benefits
■ Financial investments requirements • Development issues KMA presently has 19 professional staff persons, three corporate staff members, and three support staff members. KMA has three offices located in Los Angeles, Berkeley, and San Diego.

The Los Angeles group also has a satellite office in Brea. The Los Angeles/Brea office, which will provide services to the City of Placentia, includes eight full-time professional staff members and provides consulting services to a wide range of government agencies and a limited number of private sector clients in Southern California.

Uniquely, KMA combines its real estate advisory services with a range of financial planning services, including affordable housing services, projection of public revenues, fiscal impact analyses and economic analyses of alternative land use options. This integration of disciplines allows KMA to deliver extremely cost effective, coordinated services to our clients.

Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA - Real Estate Advisory Services - Baker Street KMA's principals are frequent speakers to industry groups including the League of California Cities, the American Planning Association, NAHRO, the Urban Land Institution, California Association of Local Housing Finance Agencies (CAL-ALHFA), and other similar organizations.

They have also served on policy -advisory committees for the State Legislature and Governor on issues such as affordable housing, economic development and military base reuse. Currently Julie Ramey serves on the board of CAL-ALHFA and on a working group focused on the Surplus Land Act that includes CAL-ALHFA and the State of California's department of Housing and Community Development (HCD).

The increased complexities of affordable, workforce and supportive housing projects and associated sales and ground lease transactions demand a strong technical understanding of real estate, financing markets and a keen understanding of California laws that affect the disposition of public property. The firm is unique among other real estate consulting firms by possessing this particular combination of skills. The combined knowledge and expertise in these areas has resulted in KMA's ability to provide services, which not only comply with the current policies and practices pertaining to local development but are also based on a fundamental understanding of real estate markets, valuation and financing.

Some unique characteristics possessed by KMA include:

KMA has nearly 50 years of experience assisting clients throughout the West in real estate market and evaluation services; negotiation services; structuring public/private transactions; affordable housing services; and project implementation services.
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KMA is cost effective for our clients given our ability to provide comprehensive services relating to market and financial feasibility, economic analysis, direct implementation experience and public finance without the need for additional consultants. 11,t1r ,r, 1�
The philosophy and structure of our firm is to provide our clients with maximum direct contact with principals. The commitment of principals who are recognized leaders in real estate advisory services throughout California provides our clients with quality, tailored and direct services.

AREAS OF EXPERTISE IN AFFORDABLE HOUSING & NEGOTIATIONS The relevant area affordable housing areas in which KMA provides services include the following:

Strategic Planning
KMA assists clients in creating strategic plans to assist in fulfilling their unmet need for affordable housing. These plans include a review of the existing affordable housing stock within the jurisdiction, and the identification of resources that are available to assist in providing and Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street preserving affordable housing. KMA also provides insight into strategies for the Surplus Land Act (SLA) and SB 341 income targeting requirements that are imposed on the use of the low and moderate income housing asset funds (LMIHAF).
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KMA assists clients in all types of disposition of real estate holdings. These services include preparation of developer solicitation documents such as RFPs, RFQs, RFQ/Ps and NOFAs, developer selections and reviews including due diligence, participation in developer or landowner negotiations, and analysis of pending agreements. KMA has taken an active role in the negotiation process leading to literally hundreds of disposition and development agreements (DDA). KMA also prepares reuse analyses and summary reports that are required under Health and Safety Code Section 33433 and additional new reporting requirements under AB 562 and SB 470.

KMA assists clients in the evaluation and selection of developers for affordable housing projects.

The evaluation typically includes a thorough review of the developer's prior experience and that of the development team, its financial strength and property management expertise. KMA also is asked to be on the interview panels during development selection process in order to provide a commentary on the feasibility of proposals.

T c ver Qin'* ;Ind 1.averin Analvsos
KMA prepares market and financial analyses to quantify the appropriate level of client assistance to a project. We evaluate the impact of burdens and incentives on affordable housing programs and advise on all aspects of project structuring, including the use of available outside funding sources.

Density Bonus Analyses
KMA evaluates density bonus applications submitted to jurisdictions under the auspices of California Government Code Sections 65915-65918. The KMA analyses include an evaluation of the characteristics associated with a project that complies with the site's base zoning; calculation of the affordability gap associated with the income restricted units proposed to be provided; and the preparation of a pro forma analysis of the projects proposed to be developed including the density bonus, incentives or concessions, and development standards relief being requested by the applicant.

Further details about KMA's services can be found at www.keysermarston.com .

Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street

KEY PERSONNEL
KMA's unique strength is the depth, continuity and availability of our principals who average more than 20 years of practical experience working with our public and institutional clients. All work assignments are directly supervised by a principal, and it is the personal involvement of our principals that contribute to the firm's ongoing success. For each assignment, it is KMA's policy to assign a principal with specific expertise in the subject matter to lead the consulting team.

Full resumes for each of the team members who will be assigned to the proposed engagement are provided in Attachment A. Summaries of these individuals' experience follow:

PROJECT MANAGFI'
Julie Romey, a Senior Principal in KMA's Los Angeles office, will serve as Principal -in -Charge and Project Manager for this assignment. Julie predominately works out of the firm's Brea satellite office as well as lives in the City of Fullerton. As such, she is very familiar with the City of Placentia and has assisted the City with affordable housing issues/projects. The most recent assignment was the review and analysis of a Middle Income Housing (MIH) proposal submitted for the Union Place Apartments. Julie prepared a written analysis as well as discussed, the pros/cons of the proposal in closed session with City Council. Julie will oversee all aspects of the assignment and be directly involved with assisting the City in making decisions about the RFP, developer selection and negotiations. KMA will not be utilizing outside consultants.

ADDITIONAL PERSONNEL
The following provides a brief description of KMA staff that would have a role in this assignment.

O1!rJnov1lolt 1-111n;H'e'r
Courtney is a Manager in the Los Angeles office who joined KMA in 2017 with a background in asset management, economic and market analysis and land use planning. Courtney's work at KMA focuses on affordable housing studies and nexus analyses, market and demographic studies, HOME Program policies and procedures, developer solicitation documents, and affordable housing monitoring and compliance reviews. Courtney also provides project management and loan closing services to public sector clients.

Courtney's role will be to organize the information derived from Task 1 and prepare the RFP document in Task 2A. She has excellent organizational skills and experience of working with clients to resolve outstanding issues.

Ryan Koyanagi, Senior Ana1ys
Since joining KMA in 2022, Ryan has provided public and private sector clients with real estate economic analyses for affordable housing and adaptive reuse projects. Ryan holds a bachelor's degree in Geography from California State University, Fullerton where he is also pursuing a Master of Arts degree in Geography.

Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street Ryan will be assisting Julie with Tasks 2B, 3 and 4. He has recently completed developer proposal evaluations for the County of Los Angeles and the City of Beverly Hills. Ryan is also proficient in preparing pro forma analyses that will be used to evaluate the selected developer's proposals during the negotiations process.

It should be noted that KMA can also draw on addition KMA principals that have various expertise that may be useful for this assignment. For instance, Jim Rabe, a Senior Principal will be available to assist with negotiations. Kathe Head, President of KMA, and Managing Principal of the Los Angeles office will be available for affordable housing policy questions and in the weeds information about the SLA process. Tim Bretz, a Senior Principal in the Los Angeles office and who prepared the residential nexus study in support of the City's Affordable Housing Impact Fee, will be available to assist if issues regarding that funding source arise. Kevin Engstrom, also a Senior Principal working out of the Brea office, is available for any fiscal impact analysis needs the City may have as a result of the RFP/Project. KMA principals are also well versed in the EIFD adoption and implementation process if issues should arise regarding the EIFD as a funding source.

Keyser Marston Associates, Inc. September 26, 2022

REFERENCES

CITY OF PLACENTIA

FINANCIAL ANALYSIS
CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street AND DEVELOPER SOLICITATION 1 207-209 W. CROWTHER AVENUE 'I P3
® Value Capture
Public Benefits
121rAfto-rifAfe- Housing Asset lUlanageme
® Infrastructure
Finance
® Land Use Strategies
Public Finance
Project Timeline:

Project Status:

KMA Personnel:

Project Budget:

Contact:

KMA is currently working with the City of Placentia on the development of a parcel adjacent to the new Metrolink station in the City, at 207-209 W.

Crowther Avenue. The initial analysis involved a lease versus sale analysis and review of current market value versus appraised value. KMA then prepared the RFP and solicited developers for a residential and street front retail project under an unusual ground lease structure that required a large upfront payment. A developer was selected and KMA and the City are currently negotiating the ground lease transaction and other development related documents.
*Additionally, in 2017 KMA prepared a residential nexus study in support of an affordable housing impact fee for the City. And, in 2022, KMA assist the City with analyzing a Middle Income Housing proposal for the Union Place Apartments.

December 2016 — 2020
Under Construction
Jim Rabe, Julie Romey, Kevin Engstrom
$49,900
Jeanette Ortega
Economic Development Manager
City of Placentia
401 E Chapman Avenue
Placentia, CA 92870
714-993-8171
jortega@plar_entia.org
Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street

CITY OF LOS ANGELES

G DEPARTMENT (LAH
❑ P3
❑ Value Capture &
Public Benefits
Affordable Housing Z Asset Management Z Public Finance
❑ Infrastructure Z Land Use Strategies
Finance
Project Timeline:

Project Status:

KMA Personnel:

Project Budget:

Contact:

KMA provides ongoing affordable housing consulting services to LAHD on a variety of affordable ownership and rental projects. LAHD received numerous properties from the former Community Redevelopment Agency of the City of Los Angeles, as well as surplus properties from other City departments. These properties are proposed to be developed with affordable housing projects, with a focus on providing PSH units. KMA's tasks include: 1. Affordability and feasibility gap analyses; 2. Property disposition reports; and 3. Developer selection and negotiation for long term ground leases. The projects that KMA analyses are financed with a variety of funding sources including Tax Credits, HCD funding sources, and the city's HHH funds which are designated for PSH units. KMA has worked with the city's legal counsel to draft a template ground lease agreement that is financeable as well as provides security for the city as well as negotiated with developers and construction lenders on behalf of LAHD. KMA summarizes each transaction in a memorandum and presents each project to LAHD's Loan Committee for approval. For these tasks, KMA draws on our extensive knowledge and experience with project economics, including construction costs, financing structure, and the "feasibility gap" associated with developing affordable units.

Ongoing since 2013
Various stages
Julie Romey, Tim Bretz, Kathe Head
Project Specific ($5,000 - $50,000+ per assignment)
Magdalina Zakaryan
Acting Director, Housing strategies and Services Division Los Angeles Housing Department
Los Angeles, CA 90017
213-808-8592
[email protected]
Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street

LOS ANGELES COUNTY DEVELOPMENT AUTHORITY (LACDA)

L SERVICES
❑ P3 11111111..111".® Affordable Housing
❑ Value Capture & ❑ Infrastructure
Public Benefits Finance
Project Timeline:

Project Status:

KMA Personnel:

Project Budget:

Contact:
® Asset Management ® Public Finance
❑ Land Use Strategies
Since 2015, KMA has been providing on-going financial consulting services to LACDA. KMA has reviewed development proposals for projects throughout the County that are submitted through LACDA's NOFA process. This service includes performing a threshold review of the financial and economic components of the project as well as a technical review that considers LACDA's underwriting guidelines and funding/market conditions to determine project feasibility as well as the need for assistance. KMA then presents the proposals to the LACDA NOFA Committee and discusses how to resolve identified issues. KAM has also been on various developer selection review panels for LACDA, including the American Legion Site in Downey owned by the County and the LA County + USC Restorative Care Village RFP. As the number of projects and funding sources have increased for LACDA, KMA also provides project management services to LACDA during the underwriting and loan closing process.

Ongoing since 2015
Various stages
Julie Romey, Kathe Head, Courtney Holt, Ryan Koyanagi
Project Specific ($5,000 - $50,000+ per assignment)
Lynn Katano
Director of Housing Investment and Finance Division
Los Angeles County Development Authority
Alhambra, CA 91801
626-586-1806
Lynn. katano@lacd a. org
Keyser Marston Associates, Inc. September 26, 2022

CITY OF PLACENTIA — Real Estate Advisory Services — Baker Street

PROJECT FEE
KMA proposes to complete the scope of work for a
following provides the KMA estimates for each Task.

Task 1
Task 2A
Task 2B
Task 3
Task 4A
Task 4B
Task 5A
Task 5B
Project Expenses
Total Budget
not -to -exceed amount
of $63,000. The
Background Review
Comprehensive RFP Preparation I
Land Acquisition Options
Evaluation of Proposals 3
Negotiations Support
Transaction Documentation Assistance
City Staff / Development Ad Hoc Committee In -Person Meetings City Council (Closed/Open Session) Meetings
Data Acquisition & Production
$3,500
$10,500
$6,000
$12,500
$10,000
$7,500
$4,000
$7,500
$1,500
$63,000
It should be noted that KMA bills on a time and materials basis (see billing rates below).

TASK 6: ADDITIONAL SERVICES, AS NEEDED
Since potential services to be provided were not included in the City's RFP, KMA is unable to estimate a budget. However, we propose that when additional services are needed, we will provide a scope and budget at that time based on time and materials. The following are the Fiscal Year 2022/23 KMA hourly billing rates:

Chairman, President, Managing Principals* $305.00
Senior Principals* $295.00
Principals* $275.00
Managers* $245.00
Senior Associates $205.00
Associates $185.00
Senior Analysts $170.00
Analysts $145.00
Technical Staff $105.00
Administrative Staff $90.00
Directly related job expenses not included in the above rates are: auto mileage, parking, air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expenses will be billed at 110% of cost.

Monthly billings for staff time and expenses incurred during the period will be payable within thirty (30) days of invoice date. *Rates for individuals in these categories will be increased by 50% for time spent in court testimony.

Costs can be reduced if the City prepares the RFP with input from KMA. 2 Costs can be reduced if the number of options reviewed is reduced. 3 Costs can be reduced if fewer than 10 proposals are submitted.

Keyser Marston Associates, Inc. September 26, 2022

Appendix A
Resumes
Keyser Marston Associates, Inc.

September 26, 2022

Julie Romey I Senior Principal, Los Angeles / Brea Offices Julie Romey is a
Senior Principal in
the Los Angeles
office of Keyser
Marston
Associates, Inc.

Julie provides
public and private
clients with real
estate economic
analysis, and with
expertise in
market rate and affordable housing in California.

Key Role
For more than 30 years, Julie has analyzed real
estate projects on a market and site-specific
level. In Keyser Marstons Los Angeles office,
Julie has a role in structuring development
agreements for projects in Anaheim, Brea,
Irvine, Fullerton, Los Angeles, Long Beach,
Pasadena, Carson, Huntington Beach, and
Compton.

Specific Areas of Expertise
Affordable Housing Transactions
Throughout her career, Julie has been involved in
analyzing residential projects with affordability
components, with a majority of these projects
utilizing the federal low income housing tax
credit program. Other funding sources Julie has
experience with are low and moderate income
housing asset funds (LMIHAF), HOME funds, No
Place Life Home, tax-exempt bonds, and other
State of California housing programs.

Ground Lease Transactions
Julie has reviewed and negotiated ground leases
for various jurisdictions. She has worked with
developers, lenders and policy decision makers to
establish terms that satisfy requirements of all
parties. In particular, Julie has assisted the City
and County of Los Angeles to create policies for
ground leasing affordable housing sites.

Developer Selection
Julie has reviewed numerous development
proposals on behalf of governmental entities such
as LACDA, LAHD, and the cities of Fullerton,
Huntington Beach, Placentia, and Long Beach.

Her role in the developer selection process
includes preparing the RFP/ RFQ/ NOFA,
reviewing the financial proposal and pro forma
submitted by the proposers, scoring development
proposals based on the RFP requirements, taking
part in developer interviews, developing deal term
sheets, attending negotiation meetings with staff,
reviewing draft development agreements, and
preparing financial analyses and presentations for
decision makers.

Affordable Housing Strategies/Prograrns
Julie works with Cities to ensure their housing
programs are SB 341 compliant, including drafting
a template for the annual report that is used by
most Housing Successors across the State of
California. She has helped clients develop efficient
homebuyer approval processes. She has assisted
the Cities of Anaheim, Fullerton, and Huntington
Beach with the ongoing monitoring of their
affordable housing projects and qualifying
homebuyers.

Project Management Services
Julie provides understaffed clients with project
management services such as training housing
department staff on affordable housing processes,
assist at various levels of involvement with
construction and permanent closings, including
final underwriting, lender calls, managing the legal
document process.

CSU Chancellor's Office
Julie provided financial modeling services to CSU
Monterrey Bay during the ground lease
negotiations for a large mixed use project on
campus. She is currently working with CSU
Fullerton in analyzing the feasibility of providing
student/employee affordable housing project..

Professional Credentials
Julie holds a master's degree in real estate finance
from Cornell University and a bachelor's degree
in business administration from San Diego State
University. She co -taught the `Planning and
Economic Development Finance" class in the
School of Policy, Planning and Development at
USC for two years. She is a member of the Cornell
Real Estate Council and a board member of
California Association of Local Housing Finance
Agencies (CAL-ALHFA).

Courtney Holt I Manager, Los Angeles Office
use planning.

Key Role
Courtney Holt is a
Manager in the Los
Angeles office of
Keyser Marston
Associates, Inc.
(KMA). She joined
KMA in 2017 with
a background in
asset management,
economic and market
analysis, and land
Ms. Holt's work at KMA focuses on affordable
housing and nexus analyses, compliance with
local, state and federal housing programs,
market and demographic studies, and
inclusionary housing studies and agreements
for public sector clients.

Specific Areas of Expertise
Affordable Housing Strategies
Ms. Holt has assisted in the analysis of numerous
affordable housing projects and studies in Los
Angeles, Monterey, and Orange County. Past
projects include the physical and financial
assessment of public housing developments in
the City and County of Los Angeles, affordable
housing monitoring and compliance review,
writing requests for proposals (RFP's) for the sale
of City -owned properties, and reviewing and
scoring affordable housing projects serving
special needs populations for a variety of Los
Angeles County funding sources, including the
No Place Like Home Program, the Mental Health
Housing
Program, Section 8 Project -Based Vouchers, and
Project -based Veterans Affairs Supportive Housing
Vouchers. In addition, she has assisted cities with
compliance to the regulatory requirements
applicable to HOME -funded projects and written
HOME Program Policies & Procedures manuals for
the Cities of Orange and San Bernardino.

Project Management Services
Ms. Holt provides public sector clients with project
management services for construction and
permanent loan closings, including financial
underwriting, management of the legal document
process, participation in lender calls on behalf of the client, and assisting clients with unanticipated
issues that arise during the closing process.

Market Studies
Ms. Holt has participated in preparing market
demand analyses, economic studies, and
demographic profiles for public sector clients
around the Southern California region, including
the cities of Anaheim, Irvine, Long Beach, San
Bernardino, Whittier and Los Angeles, as well as
Los Angeles and San Bernardino Counties.

Professional Credentials
Ms. Holt holds a Master of Planning degree and
Real Estate Development certificate from the
University of Southern California, and a Bachelor
of Arts degree in International Studies from the
University of Washington.

She is currently a member of the American
Planning Association (APA) and the Young
Professionals Group at the Urban Land Institute
(ULI), and previously served on ULI's Transit -
Oriented Development Committee.

Ryan Tuong An Koyanagi 1 Real Estate Analyst, Los Angeles Office has worked
Bernardino,
Key Role
Ryan Tuong An Koyanagi
is a Real Estate Analyst in
the Los Angeles office of
Keyser Marston
Associates. Since joining
the firm in 2022, Ryan has
provided public and
private clients with real
estate economic analysis
for affordable housing,
inclusionary housing and
adaptive reuse projects. He
on projects in Los Angeles, Orange, San
Riverside and Ventura Counties.

Ryan conducts financial analysis of developer
pro formas, conducts market and demographic
research for real estate projects, evaluates
developer responses to RFPs and performs
affordable rent calculations for affordable
housing projects.

Specific Areas of Expertise
Market and Demographic Analysis
Ryan has experience in assisting in market and
demographic analysis for residential, commercial
and mixed-use projects through platforms such as
CoStar and Esri Business Analyst.

Affordable Rent Analysis
Ryan assists in calculating affordable rent for a
variety of household sizes, affordability depths
and rental markets for affordable housing
developments.

Qualitative Data Analysis
Ryan has experience conducting surveys and
interviews of key stakeholders and informants as
well as analyzing, organizing and presenting key
findings, including developer responses to
RFP/Qs. He has experience reviewing qualitative
using qualitative data analysis tools such as
NVivo.

Mapping and Geographic Analysis
Ryan has experience using both the Esri ArcGIS and
QGIS suites to conduct geographic analysis and
create maps to illustrate and communicate findings
internally, with the public and with project
stakeholders.

Professional Credentials
Ryan holds a Bachelor of Arts degree in Geography
from California State University, Fullerton where
he is also pursuing a Master of Arts degree in
Geography.

EXHIBIT B

CERTIFICATES OF INSURANCE
15 Keyser Marston

ACORa CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/04/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER
Marsh Affinity
a division of Marsh USA Inc.

PO Box 14404
Des Moines, IA 50306-9686

INSURED
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
UC/F:

Keyser Marston Associates, Inc.
1299 Fourth St. Ste 408
San Rafael, CA 94901

COVERAGES

CONTACT
NAME:

PHONE
(A/C, No, Ext):

E-MAIL
ADDRESS:

INSURER A :

INSURER B:

INSURER C:

INSURER D:

INSURER E:

INSURER F:

Marsh Affinity
800-743-8130
[email protected]

INSURER(S)AFFORDING COVERAGE
AIU Insurance Company
FAX
(A/C, No):

CERTIFICATE NUMBER: REVISION NUMBER:

NAIC #
19399

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 POLICI ES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAI J CLAIMS.

INSR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS

LTR INSD WVD (MM/DD/YYW) (MM/DD/YYW)

COMMERCIAL GENERAL LIABILITY

CLAIMS -MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

RO

POLICY JECT LOC
OTHER:

AUTOMOBILE LIABILITY

ANY AUTO

OWNED SCHEDULED

AUTOS ONLY AUTOS

HIRED NON -OWNED

AUTOS ONLY AUTOS ONLY

UMBRELLA LIAB

EXCESS LIAB
DED I RETENTION $

WORKERS COMPENSATION

AND EMPLOYERS' LIAB LITY

ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
A(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
OCCUR

CLAIMS -MADE
Y/N
N/A X WC 053418316 CA
07/01/2022 07/01/2023

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
(PERSONAL & ADV INJURY

IGENERALAGGREGATE

PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)

EACH OCCURRENCE
(AGGREGATE
X'PER

STATUTE ' ' EERH
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
DES 5RIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACA2D 101, Additional Remarks Schedule, may be attached if more space is required) All worksite employees working for Keyser Marston Associates, Inc. paid under ADP TOTALSOURCE, INC's payroll, are covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY Keyser Marston Associates, Inc. AS REQUIRED BY WRITTEN CONTRACT

CERTIFICATE HOLDER
City of Placentia
401 E. Chapman
Placentia, CA 92870
ACORD 25 (2016/03)

CANCELLATION
$ 2,000,000
$ 2,000,000
$ 2.000,000

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
© 1988-2015 ACORD CORPOWION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below.
(The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy).

This endorsement, effective 07/01/2022 12:01 AM
Issued to AIU Insurance Company
By
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F:

Keyser Marston Associates, Inc.
1299 Fourth St. Ste 408
San Rafael, CA 94901
forms a part of Policy No. WC 053418316 CA
We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization.

The additional premium for this endorsement shall be _% of the total estimated workers compensation premium for this policy.

ANY PERSON OR ORGANIZATION TO WHOM YOU BECOME OBLIGATED TO WAIVE YOUR RIGHTS OF

RECOVERY AGAINST, UNDER ANY CONTRACT OR AGREEMENT YOU ENTER INTO PRIOR TO THE

OCCURRENCE OF LOSS
WC 04 03 61
(Ed. 11/90)
Countersigned by
Jit
Authorized Representative

ACORE1

CERTIFICATE OF LIABILITY INSURANCE

DATE (M M/DD/YYYY)
11/28/2021
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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER ICUNIACI Halidee Calle-as
NAME:
(RHONE Ext): (415) 957-0600 1A/CFAx No): (415)957-0577
E-MAIL [email protected]
ADDRESS:

MOC Insurance Services
License No. 0589960
101 Montgomery St., Suite 800
San Francisco CA 94104

INSURED
Keyser Marston Associates, Inc.
1299 4th Sreet Suite 408
San Rafael CA 94901
COVERAGES CERTIFICATE NUMBER:2021-2022

INSURER(S) AFFORDING COVERAGE
INsuRERA:Massachusetts Bay Ins. Co.

INSURERB:Allmerica Financial Benefit Co.

INSURER c : Hanover Insurance Company
INSURER D :

INSURER E :

INSURER F :

REVISION NUMBER:

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

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

INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN 'I1 wvn POLICY NUMBER (MM/DDIYYYY) (MM/DDIYYYYI

X COMMERCIAL GENERAL LIABILITY
A
B
C

CLAIMS -MADE
X
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

PRO-
JECT
POLICY
X
OTHER:

AUTOMOBILE LIABILITY

X ANY AUTO

ALL OWNED
AUTOS

X HIRED AUTOS
X Coll $500

X UMBRELLA LIAB

EXCESS LIAB
DED 1 X I RETENTION $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
X
X
LOC

SCHEDULED
AUTOS

NON -OWNED
AUTOS
Comp $1,000
X
OCCUR

CLAIMS -MADE
0 YIN
X ZDFA49104907
X AWFA490049
12/1/2021 12/1/2022
12/1/2021 12/1/2022
X UHFA49117107 12/1/2021 12/1/2022
N/A
C Professional Liability LHFD42616504
Retention $25,000 Retro Date: 11/11/1976

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)
Uninsured motorist combined single

EACH OCCURRENCE

AGGREGATE
PER

STATUTE
OTH-
ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
NAIC #
22306
41840
22292
1,000,000
500,000
10,000
1,000,000
2,000,000
Included
1,000,000
1,000,000
4,000,000
4,000,000
12/1/2021 12/1/2022 Each Wrongful Act $1,000,000
Aggregate Limit $2,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are named as additional insureds as respects their interest may appear per written contract.

This insurance is primary and non-contributory. Waiver of Subrogation applies. 30 day notice of cancellation/10 day for non-payment of premium.

CERTIFICATE HOLDER
City of Placentia
Attn: Damien Arrula
401 E. Chapman
Placentia, CA 92870
ACORD 25 (2014/01)
INS025 (201401)

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
Halidee Callejas/HCA et C. 1/..)
© 1988-2014 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

COMMENTS/REMARKS

EXCESS PROFESSIONAL LIABILITY COVERAGE
POLICY NUMBER: MPX3007521
POLICY TERM: 12/01/2021 - 12/01/2022
CARRIER: AMBRIDGE GLOBAL SPECIALTY USA
AM BEST RATING: A XV
LIMITS:
$1,000,000 PER CLAIM
$1,000,000 PER AGGREGATE
RETROACTIVE DATE: 8/21/2020
OFREMARK COPYRIGHT 2000, AMS SERVICES INC.

COMMERCIAL GENERAL LIABILITY CG 20 10 07 04
POLICY NUMBER: ZDFA49104907
Effective Date: 12/01/2021
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name of Additional Insured Person(s)
or Organization(s):

Location(s) of Covered Operations
It is understood and agreed that this insurance is
primary, and any other insurance maintained by the
Additional Insured shall be excess only and not
contributing with this insurance in regards to all
operations as pertains to the named insured.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section 11 — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s) desig-
nated above.

CG 20 10 07 04
B. With respect to the insurance afforded to these
additional insureds, the following additional exclu-
sions apply:

This insurance does not apply to "bodily injury' or
"property damage" occurring after:

1. All work, including materials, parts or equip-
ment furnished in connection with such work,
on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its in-
tended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a princi-
pal as a part of the same project.
© ISO Properties, Inc., 2004 Page 1 of 1 o

COMMERCIAL AUTO
CA 00 01 03 06

BUSINESS AUTO COVERAGE FORM
Various provisions in this policy restrict coverage.

Read the entire policy carefully to determine rights,
duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The
words "we", "us" and "our" refer to the Company pro-
viding this insurance.

Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V —
Definitions.

Symbol
1 2
Any "Auto"
Owned "Autos"
Only
3 Owned Private
Passenger
"Autos" Only
4 Owned "Autos"
Other Than Pri-
vate Passenger
"Autos" Only
5 Owned "Autos"
Subject To No -
Fault
6 Owned "Autos"
Subject To A
Compulsory Un-
insured Motor-
ists Law
7 Specifically De-
scribed "Autos"
8 Hired "Autos"
Only
9 Nonowned
"Autos" Only
CA 00 01 03 06
SECTION I — COVERED AUTOS
Item Two of the Declarations shows the "autos" that
are covered "autos" for each of your coverages. The
following numerical symbols describe the "autos" that
may be covered "autos". The symbols entered next to
a coverage on the Declarations designate the only
"autos" that are covered "autos".

A. Description Of Covered Auto Designation
Symbols
Description Of Covered Auto Designation Symbols
Only those "autos" you own (and for Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins.

Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of after the policy begins.

Only those "autos" you own that are not of the private passenger type (and for Li- ability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" not of the private passenger type you acquire ownership of after the policy begins.

Only those "autos" you own that are required to have No -Fault benefits in the state where they are licensed or principally garaged. This includes those "autos" you ac- quire ownership of after the policy begins provided they are required to have No - Fault benefits in the state where they are licensed or principally garaged.

Only those "autos" you own that because of the law in the state where they are li- censed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos" you acquire ownership of after the policy begins provided they are subject to the same state uninsured motorists re- quirement.

Only those "autos" described in Item Three of the Declarations for which a pre- mium charge is shown (and for Liability Coverage any "trailers" you don't own while attached to any power unit described in Item Three).

Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households.

Only those "autos" you do not own, lease, hire, rent or borrow that are used in con- nection with your business. This includes "autos" owned by your "employees", part- ners (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs.
© ISO Properties, Inc., 2005 Page 1 of 12 ❑

19 Mobile Equip-
ment Subject To
Compulsory Or
Financial Re-
sponsibility Or
Other Motor Ve-
hicle Insurance
Law Only
Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are li- censed or principally garaged.

B. Owned Autos You Acquire After The Policy
Begins

1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered
next to a coverage in Item Two of the Declara-
tions, then you have coverage for "autos" that
you acquire of the type described for the re-
mainder of the policy period.

2. But, if Symbol 7 is entered next to a coverage
in Item Two of the Declarations, an "auto" you
acquire will be a covered "auto" for that cover-
age only if:
a. We already cover all "autos" that you own
for that coverage or it replaces an "auto"
you previously owned that had that cover-
age; and
b. You tell us within 30 days after you acquire
it that you want us to cover it for that cover-
age.

C. Certain Trailers, Mobile Equipment And
Temporary Substitute Autos
If Liability Coverage is provided by this Coverage
Form, the following types of vehicles are also cov-
ered "autos" for Liability Coverage:

1. "Trailers" with a load capacity of 2,000 pounds
or less designed primarily for travel on public
roads.

2. "Mobile equipment" while being carried or
towed by a covered "auto".

3. Any "auto" you do not own while used with the
permission of its owner as a temporary substi-
tute for a covered "auto" you own that is out of
service because of its:
a. Breakdown;
b. Repair;
c. Servicing;
d. "Loss"; or
e. Destruction.

SECTION II — LIABILITY COVERAGE
A. Coverage
We will pay all sums an "insured" legally must pay
as damages because of "bodily injury" or "property
damage" to which this insurance applies, caused
by an "accident" and resulting from the ownership,
maintenance or use of a covered "auto".

We will also pay all sums an "insured" legally must
pay as a "covered pollution cost or expense" to
which this insurance applies, caused by an "acci-
dent" and resulting from the ownership, mainte-
nance or use of covered "autos". However, we will
only pay for the "covered pollution cost or ex-
pense" if there is either "bodily injury" or "property
damage" to which this insurance applies that is
caused by the same "accident".

We have the right and duty to defend any "insured"
against a "suit" asking for such damages or a
"covered pollution cost or expense". However, we
have no duty to defend any "insured" against a
"suit" seeking damages for "bodily injury" or "prop-
erty damage" or a "covered pollution cost or ex-
pense" to which this insurance does not apply. We
may investigate and settle any claim or "suit" as we
consider appropriate. Our duty to defend or settle
ends when the Liability Coverage Limit of Insur-
ance has been exhausted by payment of judg-
ments or settlements.

1. Who Is An Insured
The following are "insureds":
a. You for any covered "auto".
b. Anyone else while using with your permis-
sion a covered "auto" you own, hire or bor-
row except:
(1) The owner or anyone else from whom
you hire or borrow a covered "auto". This
exception does not apply if the covered
"auto" is a "trailer" connected to a cov-
ered "auto" you own.
© ISO Properties, Inc., 2005 CA 00 01 03 06 0

(2) Your "employee" if the covered "auto" is
owned by that "employee" or a member
of his or her household.

Someone using a covered "auto" while
he or she is working in a business of
selling, servicing, repairing, parking or
storing "autos" unless that business is
yours.
(4) Anyone other than your "employees",
partners (if you are a partnership),
members (if you are a limited liability
company), or a lessee or borrower or
any of their "employees", while moving
property to or from a covered "auto".

A partner (if you are a partnership), or a
member (if you are a limited liability
company) for a covered "auto" owned by
him or her or a member of his or her
household.
c. Anyone liable for the conduct of an "in-
sured" described above but only to the ex-
tent of that liability.

2. Coverage Extensions
a. Supplementary Payments
We will pay for the "insured":
(1) All expenses we incur.
(2) Up to $2,000 for cost of bail bonds (in-
cluding bonds for related traffic law vio-
lations) required because of an "acci-
dent" we cover. We do not have to fur-
nish these bonds.

The cost of bonds to release attach-
ments in any "suit" against the "insured"
we defend, but only for bond amounts
within our Limit of Insurance.
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $250 a day be-
cause of time off from work.

All costs taxed against the "insured" in
any "suit" against the "insured" we de-
fend.
(6) All interest on the full amount of any
judgment that accrues after entry of the
judgment in any "suit" against the "in-
sured" we defend, but our duty to pay in-
terest ends when we have paid, offered
to pay or deposited in court the part of
the judgment that is within our Limit of
Insurance.
(3)
(5)
(3)
(5)
These payments will not reduce the Limit of
Insurance.

CA 00 01 03 06
b. Out -Of -State Coverage Extensions
While a covered "auto" is away from the
state where it is licensed we will:
(1) Increase the Limit of Insurance for Li-
ability Coverage to meet the limits speci-
fied by a compulsory or financial re-
sponsibility law of the jurisdiction where
the covered "auto" is being used. This
extension does not apply to the limit or
limits specified by any law governing
motor carriers of passengers or prop-
erty.
(2) Provide the minimum amounts and
types of other coverages, such as no-
fault, required of out-of-state vehicles by
the jurisdiction where the covered "auto"
is being used.

We will not pay anyone more than once for
the same elements of loss because of
these extensions.

B. Exclusions
This insurance does not apply to any of the follow-
ing:

1. Expected Or Intended Injury
"Bodily injury" or "property damage" expected
or intended from the standpoint of the "in-
sured".

2. Contractual
Liability assumed under any contract or agree-
ment.

But this exclusion does not apply to liability for
damages:
a. Assumed in a contract or agreement that is
an "insured contract" provided the "bodily in-
jury" or "property damage" occurs subse-
quent to the execution of the contract or
agreement; or
b. That the "insured" would have in the ab-
sence of the contract or agreement.

3. Workers' Compensation
Any obligation for which the "insured" or the
' insured's" insurer may be held liable under any
workers' compensation, disability benefits or
unemployment compensation law or any similar
law.

4. Employee Indemnification And Employer's
Liability
"Bodily injury" to:
a. An "employee" of the "insured" arising out of
and in the course of:
(1) Employment by the "insured"; or
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