Placentia City Council
May 2, 2023

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CNA
SB146902G
(Ed. 6-16)
Paragraph f. does not include that part of any contract or agreement:
• That pertains to the loan, lease or rental of an "auto" to you or any of your "employees," if the "auto" is loaned, leased or rented with a driver; or
• That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority.

F. ADDITIONAL DEFINITIONS
Section F. Definitions is amended by the addition of the following definitions:
a. "Auto Business" means the business or occupation of selling, repairing, servicing, storing or parking "autos." b. "Hired auto" means any "auto" you or your "employee" lease, hire, rent or borrow in the course of your business.

This does not include:
i. Any "auto" you lease, hire or rent under a lease or rental agreement for a period of 180 days or more, or ii. Any "auto" you lease, hire, rent or borrow from any of your "employees," partners, stockholders, or members of their households.
c. "Non -owned auto" means any "autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business at the time of the "occurrence." This includes "autos" owned by your "employees" or partners or members of their households but only while being used in the course and scope of your business at the time of the "occurrence."
If you are a sole proprietor, "non -owned auto" means any "autos" you do not own, lease, hire, rent or borrow that are being used in the course and scope of your business or personal affairs at the time of the "occurrence." G. With respect only to the operation of a "hired auto" or "non -owned auto," Paragraph H, of the Businessowners Common Policy Conditions is deleted and replaced with the following:

H. Other Insurance

1. Except for any liability assumed under an "insured contract" the insurance provided by this Coverage Form is excess over any other collectible insurance.

However, if your business is the selling, servicing, repairing, parking or storage of "autos," the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer's "auto" by you or your "employee."

2. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis.

All other terms and conditions of the Policy remain unchanged.

SB146902G (Ed. 6-16)

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40020009260252535929183
CNA B6025253592
SB146932G
(Ed. 10-19)

BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM

BUSINESSOWNERS COMMON POLICY CONDITIONS

TABLE OF CONTENTS
I. Blanket Additional Insured Provisions
A. Additional Insured — Blanket Vendors
B. Miscellaneous Additional Insureds
C. Additional Provisions Pertinent to Additional Insured Coverage

1.a. Primary — Noncontributory provision

1.b. Definition of "written contract"

2. Additional Insured — Extended Coverage
II. Liability Extension Coverages
A. Bodily Injury — Expanded Definition
B. Broad Knowledge of Occurrence
C. Estates, Legal Representatives and Spouses
D. Fellow Employee First Aid
E. Legal Liability — Damage to Premises
F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket
I. BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED — BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions:

1. The insurance afforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or g.

SB146932G (10-19) Page 1 of 7
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B6025253592
SB146932G
(Ed. 10-19)
h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(1) The exceptions contained in Subparagraphs d. orf.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products.

3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy.

4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.

B. MISCELLANEOUS ADDITIONAL INSUREDS

1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract."

2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with:
a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or
c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below.

Any coverage granted by this endorsement shall apply only to the extent permitted by law.

3. Only the following persons or organizations can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of:
(1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises
A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises.
c. Grantor of Franchise
Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you.

SB146932G (10-19) Page 2 of 7
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40020009260252535929184
B6025253592
SB146932G
(Ed. 10-19)
d. Lessor of Equipment
Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land
Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.
f. Lessor of Premises
g.

An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease.

The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.

Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you.

This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of:
(1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or
(b) "Bodily injury" or "property damage" included within the "products -completed operations hazard."
With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured.

SB146932G (10-19) Page 3 of 7
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B6025253592
i. Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by:
a. Your acts or omissions; or
b. Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event.

Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:
(1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if:
(a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or
(3) Who is afforded additional insured coverage under another endorsement attached to this policy.

C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE

1. With respect only to additional insured coverage provided under paragraphs A. and B. above:
a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance:
j•
SB146932G
(Ed. 10-19)
This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added:
"Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement:
(1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to:
(a) The "bodily injury" or "property damage;" or
(b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage.

2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds.

If the additional insured is:
a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7
Copyright, CNA All Rights Reserved.

40020009260252535929185
B6025253592
SB146932G
(Ed. 10-19)
b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or
e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of:
(1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above;
(2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services.

II. LIABILITY EXTENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply.

A. Bodily injury — Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease.

B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following:

Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to:
(1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.

This paragraph applies separately to you and any additional insured.

C. Estates, Legal Representatives and Spouses
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business.

SB146932G (10-19) Page 5 of 7
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B6025253592
SB146932G
(Ed. 10-19)
D. Fellow Employee First Aid Coverage
In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following:

The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations.

E. Legal Liability — Damage To Premises

1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following:
k. Damage To Property
"Property damage" to:

1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property;

2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises;

3. Property loaned to you;

4. Personal property in the care, custody or control of the insured;

5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or

6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it.

Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you.

Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises:
(1) rented to you:
(2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance.

Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard."

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury:

Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance.

SB146932G (10-19) Page 6 of 7
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40020009260252535929186
B6025253592
SB146932G
(Ed. 10-19)

3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following:

The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of:
a. $1,000,000; or
b. The Damage to Premises Rented to You Limit shown in the Declarations.

F. Personal and Advertising Injury — Discrimination or Humiliation

1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is:
(1) Not done intentionally by or at the direction of:
(a) The insured; or
(b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and
(2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured.

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions:
(15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties
Fines or penalties levied or imposed by a governmental entity because of discrimination.

3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement.

G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor.

H. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.

All other terms and conditions of the Policy remain unchanged.

SB146932G (10-19) Page 7 of 7
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CNA
1 Workers Compensation And Employers Liability Insurance Policy Endorsement

BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
This endorsement changes the policy to which it is attached.

It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following:

We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations
The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%.

All other terms and conditions of the policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below.

Form No: G -19160-B (11-1997)
Endorsement Effective Date: Endorsement Expiration Date:

Endorsement No: 2; Page: 1 of 1
Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606
© Copyright CNA All Rights Reserved.

Policy No: WC 6 25253608
Policy Effective Date: 06/15/2022
Policy Page: 31 of 47

50020009260252535925827
CNA
SB -300120-C
(Ed. 06/11)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -

SCHEDULED PERSON OR ORGANIZATION - WITH PRODUCTS COMPLETED

OPERATIONS COVERAGE
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM
SCHEDULE*
Name Of Person Or Organization:
* Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations.

A. The following is added to Paragraph C. Who Is An
Insured:

4. Any person(s) or organization(s) shown in the
Schedule is also an additional insured, but only
with respect to liability for "bodily injury," "property damage" or "personal and advertising injury,"
caused, in whole or in part, by:
a.
b.

Your acts or omissions; or
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)
designated above; or
c. "Your work" that is included in the "products -
completed operations hazard" and performed
for the additional insured, but only if this
Policy provides such coverage, and only if the
written contract or written agreement requires
you to provide the additional insured such
coverage.

B. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or
"personal and advertising injury" arising out of:

SB -300120-C
(Ed. 06/11)

1. The rendering of, or the failure to render any
professional architectural, engineering, or
surveying services, including:
(a) The preparing, approving, or failing to prepare
or approve maps, shop drawings, opinions,
reports, surveys, field orders, change orders
or drawings and specifications; and
(b) Supervisory, inspection, architectural or
engineering activities.

2. "Bodily Injury," "property damage," or "personal
and advertising injury" arising out of any premises
or work for which the additional insured is
specifically listed as an additional insured on
another endorsement attached to this Policy.

C. The following is added to Paragraph H. of the
Businessowners Common Policy Conditions:

H. Other Insurance
This insurance is excess over any other insurance
naming the additional insured as an insured
whether primary, excess, contingent or on any
other basis unless a written contract or written
agreement specifically requires that this insurance
be either primary or primary and noncontributing.

CNA

CHANGES - NOTICE OF CANCELLATION

OR MATERIAL COVERAGE CHANGE
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COMMON POLICY CONDITIONS
SB147052C
(Ed. 6-16)
In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part (other than the reduction of aggregate limits through payment of claims), we agree to mail written notice of cancellation or material change at a minimum of thirty (30) days prior to such cancellation or material change, to:

SCHEDULE
Name of Designated Entity:

Address/Contact Information of Designated Entity:
*Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following conditions are added:

1. If the policy is cancelled or not renewed, we will give written notice of such cancellation or nonrenewal to the Designated Entity shown in the Schedule above, or in the Declarations, at a minimum of thirty (30) days prior to such cancellation or nonrenewal. Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity will state the effective date of cancellation or nonrenewal. However, such notice of cancellation or nonrenewal is solely for the purpose of informing the Designated Entity of the effective date of cancellation or nonrenewal and does not grant, alter, or extend any rights or obligations under this policy.

2. If we cancel or elect not to renew the policy for any reason other than nonpayment of premium, we will give written notice to the Designated Entity shown in the Schedule above, or in the Declarations, at a minimum of thirty (30) days prior to such cancellation or nonrenewal, at the same time notice is given to the first Named Insured.

3. If we cancel or elect not to renew this policy for nonpayment of premium, we will give written notice to the Designated Entity shown in the Schedule above, or in the Declarations. Such notice may be provided before or after the effective date of cancellation or nonrenewal.

4. Failure to give notice in accordance with the terms of this endorsement does not:
a. Alter the effective date of policy cancellation, nonrenewal or expiration; b. Render such cancellation or nonrenewal ineffective;
c. Grant, alter, or extend any rights or obligations under this policy; or d. Extend the insurance beyond the effective date of cancellation or policy expiration, whichever comes first.

All other terms and conditions of the Policy remain unchanged.

SB147052C (Ed. 6-16)

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April 17, 2023
City of Placentia
HdE3
Coren & Cone

PROPERTY TAX MANANGEMENT, INFORMATION AND AUDIT SERVICES

SCOPE OF SERVICES
Services provided include property tax management service, secured and unsecured parcel audits, budget projections, Successor Agency support, and bond fiscal analysis.

Reports and Management Analyses (1)
HdL Coren & Cone (HdLCC) will provide the following reports. Reports are also available from prior years if required.
• A five-year history of the values within the City, and custom (city defined) geographic areas;
• A listing of the largest value changes, positive and negative between tax years; • An annual parcel listing of properties with parcel number changes between tax years identifying parcel splits and combines;
• A listing of the major property owners for the City including the combined assessed values of their property and property use code designation;
• A listing and summary of property transfers which occurred since the lien date ordered by month;
• A listing of parcels that have not changed ownership since the enactment of Proposition 13;
• A comparison of property within the City by county use -code designation; • A multiple year comparison of growth by use code designation over a 5 -year period; • A listing by parcel of new construction activity to identify non-residential parcels with new construction activity and to provide reports for use in the City's preparation of Proposition 4 and 111 State Appropriation Limit calculations;
• A listing of absentee owner parcels;
(1) Reports are based upon property tax information obtained from your county and supplemented by additional information from third parties. Some reports are dependent upon the availability of county data in electronic format.

• Calculate an estimate of property tax revenue anticipated to be received for the current fiscal year by the City based upon the initial information provided by the County and subject to modification. This estimate shall not be used to secure the indebtedness of the City.
• Analyses based on geo areas designated by the City to include assessed valuations and square footage computations for use in economic analysis and community development planning.
• Tracking of Proposition 8 reductions and restorations • Median sale price data for current year and prior years for comparison • One and five-year budget projections for the city general fund and special districts. This report is interactive for tax modeling.
• Newsletter summary for public and elected distribution.

Successor Agency Services
Successor Agency Services including but not limited to:
• Annual tax increment projections and, as requested, cash flow analysis for the Successor Agency by Project Area
• Review of Redevelopment Obligation Payment Schedules (ROPS) as requested. • Provide property tax information to the Oversight Board at the direction of the Successor Agency
• Provide access to the Oversight Board to City and former redevelopment agency documents at the direction of the Successor Agency
• Monitor the County distribution of tax -sharing revenues to the taxing entities of the former redevelopment agency
• Advice and consultation on the City/Successor Agency's preparation of required reports, such as revenue projections; review of Recognized Obligation Payment Schedules (ROPS), submittals to the Oversight Board and/or County or State agencies, and new or revised legislative requirements
• Analysis of legislative and judicial matters impacting Redevelopment Property Tax Trust Fund (RPTTF) revenues to the Successor Agency and to the City.

Monthly/Quarterly Reports and System Updates
• A listing of property tax appeals filed on properties in the City where data is available for purchase from the Clerk of the Board.
• A listing of property transfers that have occurred since the last report will be available through the software provided and updated on a monthly basis.

Web -Based Software
• HdLCC provides a web -based software application to clients as a user-friendly tool to access the City's property tax data. HdLCC provides updates to the data portion of the product on monthly basis to reflect changes in ownership, updated appeals filings, and deed recordings. • As modifications and enhancements are made to the program, clients receive the enhanced version of the software at no additional cost. Training will be provided to city staff within the first two months after the execution of the agreement for property tax management and audit services and is available annually for new staff members or staff requiring a refresher course. If additional training sessions are required, the fees in the compensation section under hourly fees will be charged.

Identification and Correction of Errors
HdL Coren & Cone has the technology, methodology and trained staff to analyze all secured parcels within the City to identify costly errors resulting in the misallocation of property taxes.

The company audits the secured and unsecured property tax rolls to ensure that each is coded to the appropriate taxing entity. The company performs an analysis of the Assessor Rolls to identify all parcels on both the secured and unsecured tax rolls and verify that parcel assessed valuations and the resulting taxes are correctly allocated to the City. This analysis is accomplished through the use of specialized computer software, GIS maps, assessor maps, city maps, city records, other pertinent documents, and field investigations.

Fee for Services
HdLCC shall provide the Base Services described above, for a fixed annual fee of $15,715 (invoiced quarterly). The fee is based on the number of parcels in the City of Placentia (14,282 parcels).

The Base Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCP!) for all items as determined by the California Department of Industrial Relations as measured February to February by the California All Urban Consumers index.

On -Going Consultation
During the term of the contract, we serve as the resource staff to the County or agency on questions relating to property tax. This includes being "on-call" to assist with any property tax issues. On-going consultation would include, but not be limited to inquiries resolved through use of the City data base. All requests for information based upon the County's property tax data sets are provided without additional costs. Special reports, additional research, or requests requiring additional computer programming may entail some additional costs. Attendance at City and/or Successor Agency meetings will be billed at our hourly rates.

Fees for Optional Services shall be billed at the following hourly rates:

Partner $250 per hour
Principal $225 per hour
Programmer $200 per hour
Associate $175 per hour
Senior Analyst $125 per hour
Analyst $ 90 per hour
Administrative $ 70 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by HdLCC annually. On July 1st of each year HdLCC shall provide the City with an updated schedule of hourly rates. The rates will not be increased by more than five percent (5%) per year.

Identification and Correction of Errors
Fees for the identification and correction of errors are on a contingent basis, HdLCC shall receive 25 percent of general fund or tax increment property tax revenue or other revenues attributable to the City recovered or reallocated which are directly or indirectly the result of an audit, analysis or consultation performed by HdLCC (including but not limited to base year value audits; administration of tax sharing agreements; tax increment allocation reviews; county allocation reviews). HdLCC shall separate and support said reallocation and provide the City with an

itemized invoice showing all amounts due as a result of revenue recovery or reallocation. The City shall pay audit fees after Contractor's submittal of evidence that corrections have been made by the appropriate agency. Payment to HdLCC shall be made within thirty (30) days after the City receives its first remittance advice during the fiscal year for which the correction applies.

HdL Coren & Cone
120 S State College Boulevard, Suite 200
Brea, California 92821
714.879.5000

Placentia Cit Council

AGENDA REPORT
TO: CITY COUNCIL
FROM: CITY ADMINISTRATOR
DATE: MAY 2, 2023
SUBJECT: AGREEMENT FOR GRANT WRITING AND LEGISLATIVE ADVOCACY SERVICES WITH TOWNSEND PUBLIC AFFAIRS, INC.

FISCAL
IMPACT: EXPENSE: $66,000 FY 2024-25 LEGISLATIVE (101001-6001) EXPENSE: $72,000 FY 2025-26 LEGISLATIVE (101001-6001)
EXPENSE: $78,000 FY 2026-27 LEGISLATIVE (101001-6001)
SUMMARY:

The City regularly seeks grant opportunities to provide necessary funding for a myriad of projects and services. In addition, monitoring state and federal legislative platforms to protect and promote the City's interest on priority issues and legislative/regulatory matters that may impact the City at the state and federal level is of upmost importance. For the past 6 years, Townsend Public Affairs (TPA) has been successfully performing as the City's state and federal legislative advocate and has assisted Placentia in identifying and securing state and federal funding for a variety of public improvements and programs, ranging from transportation and infrastructure improvements to parks and public safety. Since 2017, TPA has worked with City staff to secure over $6.2 million in funding. The most recent examples include funding for the North Orange County Public Safety Task Force and Statewide Parks Program. This action would approve a new three-year agreement with TPA to provide grant writing and legislative advocacy services.

STRATEGIC PLAN STATEMENT:

This item is consistent with the City Council approved 5 -Year Strategic Goal, under Goal #1 to Ensure Long -Term Fiscal Sustainability, under Objective #1.1, which is to Continue efforts to seek and obtain new sources of state and federal grants, including Federal and state earmarks and Biden Infrastructure Package and Goal #8 to Improve City Governance, under Objective #8.2, which is to Monitor Legislation, unfunded mandates and ballot measures from Sacramento.

RECOMMENDATION:

It is recommended that City Council take the following actions:

1. Approve Professional Services Agreement with Townsend Public Affairs, Inc. for Grant Writing and Legislative Advocacy Services; and

2. Authorize the City Administrator to execute the necessary documents, in a form approved by the City Attorney.
1 .f.

May 2, 2023

City Council Agenda
May 2, 2023
Page2of3
DISCUSSION:

Townsend Public Affairs (TPA), Inc. is an experienced legislative advocacy and grant writing firm that provides local, regional, state and federal services to public agencies. TPA operates five offices (four in California and one in Washington, DC) serving over 300 clients during their 24 years of advocacy. TPA currently provides services to several cities within Orange County, including Anaheim, Brea, Buena Park, Costa Mesa, Fullerton, Irvine, La Habra, Laguna Beach, Mission Viejo, Newport Beach, Orange, Santa Ana, Stanton, and Tustin.

TPA provides services that identify, analyze and monitor legislation which are directly relevant to the City's legislative platform. TPA can also leverage their relationships with legislators to advocate for a City position and facilitate meetings with policy makers. TPA's services include:
• Monitoring legislative developments affecting the City and updating designated City staff through written reports/analysis, phone calls, legislative tracking, e-mails, and conference calls/meetings;
• Preparing City representatives for hearings and meetings with members of Congress and California State Legislature by providing support materials, talking points, and briefing papers;
• Participating in the ongoing Federal Earmark process to help promote the City's funding priorities;
• Providing the City with grant management and assistance; • Developing a strategy to gain support for City programs and activities at the state and federal level;
• Representing the City at hearings, particularly those involving appropriations requests; and • Providing testimony at Committee and floor sessions on behalf of the City.

Throughout the years, by contracting with TPA for state and federal legislative advocacy services, Placentia has been able to secure state and federal funding in the amount of $6.2 million for critical community projects and programs which has far exceeded the cost of utilizing a legislative advocate. All City Departments maintain access to the firm's resources and staff to secure funding and support legislative advocacy as needed. TPA has gained tremendous experience and institutional knowledge in both the grant and advocacy components of the City.

Under our current purchasing policy, the City's Finance Director has determined that the City can select consultants for professional services for continuing services under Section 17D which states:
(1) Professional firms providing engineering, land surveying, transit, planning, environmental, auditing, architecture, landscape architecture or other services may be retained on a continuing basis to provide professional services within the scope of the original RFP/Contract.

This action would approve a three-year agreement with Townsend for grant writing and advocacy services.

City Council Agenda
May 2, 2023

Environmental (CEQAI Review
This proposed action is exempt from review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., "CEQA") and CEQA regulations (14 California Code Regulations §§ 15000, et seq.) because it constitutes an organizational or administrative activity that will not result in direct or indirect physical changes in the environment.

Accordingly, this action does not constitute a "project" that requires environmental review (see specifically 14 CC § 15378 (b)(4-5)).

FISCAL IMPACT:

The fiscal impact of the agreement is an expense of $5,500 per month; $66,000 for the first year of the new contract. Subsequently, the second year will be an expense of $6,000 per month for a total of $72,000 per year and the third year of the contract will be an expense of $6,500 per month for a total of $78,000. The current fiscal year has sufficient funds to cover the expense of the first two months of the agreement (May/June) in Account No. 101001-6001 with the balance being funded in the Fiscal Year 2023-24 Budget. It is anticipated that there will be a significant revenue offset received through successful grant acquisition and legislative advocacy for the benefit of City-wide projects, services and programs.

Submitted by:

Reviewed and approved:
lea n= t: Ortega Jennif r Lampman
Assistant to the City Administrator/ Director of Finance Economic Development Manager
Reviewed and approved:
at -hien R rula
City Administrator
Attachments:

1. Townsend Public Affairs Summary

2. Professional Services Agreement with Townsend Public Affairs, Inc.

TO:

FROM:

DATE:

T
Loa
WNSEND

PUBLIC AFFAIRS
HST TPA 1998

MEMORANDUM
City of Placentia
Townsend Public Affairs, Inc.

April 18, 2023
SUBJECT: City of Placentia Activity Report
This memo is a summary of the major legislative and funding initiatives that Townsend Public Affairs (TPA) has assisted the City of Placentia with since 2017.

Grant Funding and Funding Advocacy
Secured Funding
Program
Agency
Project
Amount
Received
Comments
Bicycle Corridor
Improvement
Program
Statewide Parks
Program
Statewide Parks
Program
Project Safe
Neighborhoods
2022 Federal
Budget Earmark
Orange
County
Transportation
Authority
Department of
Parks and
Recreation
Atwood off-street
bike and
Recreation trail
$280,000 TPA drafted the application
for submittal
La Placita Parkette $640,000
Renovation Project
Department of Jaycee Parkette
Parks and Renovation
Recreation
U.S. The Placentia
Department of STRONG Project
Justice
U.S. Golden Avenue
Department of Bridge
Transportation Replacement
TPA drafted the application
for submittal
$610,000 TPA drafted the application
for submittal
$537,160 TPA drafted the application
for submittal
$2,200,000
TPA drafted and submitted
applications to Senators
Feinstein and Padilla as
well as Congresswoman
Young Kim. TPA worked
with Congresswoman Kim's
office to advocate for project
inclusion in final
Appropriations package

Program
Agency
Project
Amount
Received
Comments
North Orange
County Public
Safety
Collaborative
State Budget,
Federal
Appropriations
2023 Federal Housing and
Budget Earmark Urban
Development
Public Safety
Funds for
Homelessness and
Violence Outreach
Public Safety
Center 911
Technology
Upgrades
Over $2
million
directly to
the City of
Placentia for
public safety
services**
$45,800,000
in total
$2,600,000*
TPA worked with Senator
Josh Newman to include a
total of $35.8 million in
subsequent State Budgets
for a partnership program of
North Orange County Cities.

TPA also worked with the
Collaborative and
Congresswoman Young
Kim to secure $10 million in
additional funding from the
Federal Community Project
Funding Process
*Funding included in
Congresswoman Steel's FY
2023-2024 requests to the
Appropriations Committee.

Final result TBD
Total:
$6,267,160**
** The North Orange County Public Safety Collaborative have yet to decide how the latest influx in State and Federal Budget money will be spent
Pandemic Updates and Guidance - The Coronavirus Aid. Relief. and Economic Security (CARES) Act and American Rescue Plan Act (ARPA)
During the COVID-19 pandemic starting in March 2020, TPA updated the City daily on relevant governmental information such as gubernatorial and presidential executive orders, shutdowns and mandates, funding restrictions, and legislative actions. These updates helped the City adapt to the rapidly changing State and Federal landscape during the pandemic.

Furthermore, TPA was a nationwide leader in Washington D.C. for the creation and passage of the CARES Act and the ARPA, which provided desperately needed financial relief and resources to cities to better respond to the pandemic health crisis. Specifically, the City of Placentia received $ 635,803 from the CARES Act and over $9,000,000 from the ARPA.

TPA crafted multiple regional advocacy letters that were used by the County of Orange and cities in the County to advocate for the need for increased local relief funding. Furthermore, representatives from the National League of Cities and the White House coordinated with TPA to use our templates, models, and language to distribute to other parts of the nation for their use.

With TPA's help, the County of Orange and cities in the county, including the City of Placentia, were leaders in the fight for flexible pandemic relief funding.

Additionally, once the CARES Act and ARPA were signed into law, TPA was instrumental in facilitating back and forth conversations between the U.S. Department of Treasury, California Department of Finance, and local municipalities about implementation and reporting of the funds.

TPA helped create and distribute several FAQ and guidance documents to help the City administer the funds.
`-N Activity Report 1 City of Placentia

Permanent Local Housing Allocation (PLHA, SB 2) Advocacy In 2017, the Governor signed SB 2 (Atkins) into law, which provided a stable and ongoing funding source for local governments for housing and homelessness services. That money is distributed yearly by the California Department of Housing and Community Development (HCD) through the Permanent Local Housing Allocation (PLHA) program. The North SPA, consisting of cities in North Orange County, including the City of Placentia, agreed to pool their PLHA formulaic funds together to pay for the operation of two Navigation Centers in Buena Park and Placentia.

Due to changes in the program and Administration priorities, recipients of the PLHA program must have an approved housing element before receiving funds. However, HCD has had difficulties approving housing elements in the SCAG region in the last year. Due to these delays, the Navigation Centers are struggling with cash-flow related financial issues as cities are behind in receiving their PLHA funding.

TPA has been engaged by the North SPA cities to advocate for a solution in the face of potentially having to temporarily close the shelters. TPA has orchestrated and participated in several meetings with executive HCD staff, North SPA city officials, and elected officials to discuss technical mistakes and oversights of HCD, timing of housing element awards, and methods to prevent the closure of the Navigation Centers. Furthermore, TPA has created informational documents with context and background information to educate executives at HCD about the unintended consequences of their housing element policies.

Dialogue continues with HCD and legislative representatives of the North SPA cities to address the funding issues at the Navigation Centers and TPA will continue to keep the City informed and up to date.

Enhanced Infrastructure Financing District (EIFD) Advocacy TPA worked closely with City staff to strategize and advocate for the City's Enhanced Infrastructure Financing District (EIFD). As a part of this strategy, TPA set up and participated in meetings with every member of the Orange County Board of Supervisors to advocate for the County's inclusion in the EIFD as a tax increment partner.

As a result of the advocacy meetings, the County of Orange created their own manual and process for applying for the County's share of tax increment in EIFD projects. The County voted in favor of allocating a portion of their sales tax revenues in the Old Town and TOD project planning areas in the City of Placentia to infrastructure upgrades that will facilitate additional investment. This unique and forward -thinking partnership was the first City -County EIFD joint partnership in the State.
2017-2023 Legislative Action and Updates
Since 2017, TPA has been providing the City with regular updates and targeted advocacy on a wide variety of topics and at the State and Federal level, including but not limited to the following policy topics:
• Local Control/Governance • Housing
• Cannabis Regulations • Sober Living Homes
`-N Activity Report 1 City of Placentia

• Short Term Rentals
• Homelessness
• Drones
• Infrastructure Funding
• Wireless Telecommunications
• Transportation Funding
• Park Bond Development
• Drought Regulations
• Cap and Trade Funding
• Statewide Ballot Initiatives
• State and Federal Fiscal Outlooks
• Pension Reform
• Tax Reform
These legislative updates are provided to the City in a number of ways, including both weekly and monthly State and Federal activity reports that TPA sends to City staff, emails, phone conversations, and in-person conversations.

In addition to these updates, TPA has also helped the City take positions on dozens of pieces of legislation and provides City staff with a legislative matrix every month. This matrix includes legislation that will have an impact on the City if they are signed into law. TPA crafts draft letters of support or opposition, delivers the letters to relevant legislators and committee staff, and provides testimony during committee hearings to communicate the City's position.

Other Activities
In addition to the services described above, TPA routinely interacts with various City Departments to assist them in long term funding strategies, legislative analysis and consultation, and understanding the implications of local, state and federal policy decisions. These Departments include Public Works, Police, Fire, Parks and Recreation, and Community Development.

Advocacy Trios — Sacramento and Washington D.0
During the course of the contract with the City of Placentia, TPA has scheduled several advocacy trips to Sacramento and Washington D.C. with City staff and members of the City Council to advocate for the City's priorities. These trips have included advocacy on a wide range of City projects including the Placentia Metrolink Station, the Enhanced Infrastructure Financing District, the Old Town Infrastructure Improvements Project, Community Project Funding (Earmarks), as well as legislative advocacy on several dozen pieces of legislation and policies. `0 Activity Report 1 City of Placentia

CITY OF PLACENTIA PROFESSIONAL

SERVICES AGREEMENT WITH

TOWNSEND PUBLIC AFFAIRS, INC
THIS AGREEMENT is made and entered into this 2nd day of May , 2 0 2 3 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and TOWNSEND PUBLIC AFFAIRS, INC., a California Corporation ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide Legislative Advocacy and Grant Funding 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, 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. 2 Townsend Public Affairs, Inc.

are deemed confidential and shall not be disclosed by Consultant without written authorization 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 Exhibit "A." Consultant's total compensation shall not exceed Sixty -Six Thousand Dollars ($66,000), payable in monthly payments of $5,500 for Fiscal Year 2023-24, Seventy -Two Thousand Dollars ($72,000) payable in monthly payments of $6,000 for Fiscal Year 2024-25, and Seventy -Eight Thousand Dollars ($78,000) payable in monthly payments of $6,500 for Fiscal Year 2025-26.

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 herein above 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 Administrator 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 monthly basis. 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." The timeframe may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

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 3 Townsend Public Affairs, Inc.

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.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 36 months, ending on May 1, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. The Agreement may also be extended for one additional two-year term based on the City's discretion and Consultant's performance.

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 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 4 Townsend Public Affairs, Inc.

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 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.
5 Townsend Public Affairs, Inc.

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 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 e lected 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 policies 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, 6 Townsend Public Affairs, Inc.

agents, employees, and volunteers.
(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. 7 Townsend Public Affairs, Inc.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, 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: IF TO CITY:

Christopher Townsend, President
Townsend Public Affairs, Inc.
1401 Dove Street, Suite 330
Newport Beach, CA 92660
Tel: 949-399-9050
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, 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 performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken 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 8 Townsend Public Affairs, Inc.

this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or 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. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, 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. 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 9 Townsend Public Affairs, Inc.

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, 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. Notwithstanding the above, in no event shall Consultant be required to file Form 700/Statement of Economic Interest with the City and/or the Fair Political Practices Commission as Consultant shall not be making any governmental decisions on behalf of City.

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 incorporated by reference, this Agreement shall govern over the document referenced. 10 Townsend Public Affairs, Inc.

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 Party 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. Severabilitv. 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.
11 Townsend Public Affairs, Inc.

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
City Administrator
ATTEST:

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

CONSULTANT
Signature
Christopher Townsend, President
Name and Title
91-1929265
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

City Attorney
APPROVED AS TO INSURANCE:

Risk Management
Date:

Date: 04/21/2023
Date:

Date:
12 Townsend Public Affairs, Inc.

APPROVED AS TO CONTENT:

Project Manager
Date:
13 Townsend Public Affairs, Inc.

EXHIBIT A

CONSULTANT'S PROPOSAL

LEGISLATIVE SCOPE OF WORK
• Develop Legislative Platform and Strategy: TPA will continue to coordinate with the City to develop an official platform that represents the City's legislative priorities in Sacramento and Washington, DC. The blueprint will be shared with key stakeholders in the Legislature and Congress, as well as with relevant state and federal agencies. As the legislative sessions progress, and City needs evolve or change, the platform will be revised and implemented accordingly.
• Promote and Advocate on Behalf of the City's Legislative Platform: TPA will advocate for the City's position on legislative, regulatory, and programmatic matters of interest utilizing the following methods:
o Orientation sessions with key legislators that represent the City o Direct briefing sessions with legislators, staff, administration, and agency officials of interest and relevance to the City's agenda
o Preparation and submittal (written and verbal) of testimony on behalf of the City at legislative committee meetings and agency hearings
o Preparation and distribution of position letters, talking points, and briefing packets o Focused advocacy on budget and appropriations opportunities o Ongoing follow up sessions from previous meetings to ensure commitments and deliverables are being met
o Constant communication and feedback with the City
• Build, Strengthen, and Maintain Relationships: TPA has cultivated an extensive network of powerful relationships that will be leveraged on behalf of the City to advance the state and federal legislative and funding agendas of the City. TPA will work with the City to develop and maintain key relationships with the California Legislature and Members of Congress, including key decision makers that preside over municipal issues and staff from respective agencies, boards, and commissions. • Coordinate Sacramento and Washington, DC Advocacy Trips: In order to further develop relationships and elevate the City's presence in Sacramento and Washington, DC, TPA will work with the City to organize Sacramento and Washington, DC advocacy trips for representatives to meet with legislators, as well as legislators that serve on committees with purview over pertinent issues. To ensure these trips are successful, TPA will set up strategy calls, schedule meetings, prepare briefing materials, brief Members and staff in advance, attend meetings, and handle all follow up generated by the meetings. • Identify, Analyze, and Monitor Legislation: TPA will search and review all legislative bill introductions and amendments, as well as proposed and adopted agency regulations, to assess their potential effect 14 Townsend Public Affairs, Inc.

on the City, with particular focus given to legislative and regulatory issues previously identified as items of interest to the City. TPA will continually provide a legislative matrix of all such items that will include the summary and status of bills as well as the City's position and action to date. • Draft Legislation and Amendments: TPA will draft proposed legislation and amendments, as required to promote the City's agenda.
• Provide Progress Reports: TPA will confer regularly with the City on its agenda via a schedule and format mutually agreed to by the City and TPA. In addition, TPA will provide timely electronic reports on the status of legislation and related matters, such as bill language and committee analyses. Depending upon the preference of the City, TPA can provide regular written reports on a monthly or quarterly basis, as well as an annual report giving an overview of the work completed and a forecast of important issues in the upcoming legislative year. In addition to written reports, TPA will be available for in-person reports and will also participate in regular planning and coordination meetings with the City. • Prepare and File Lobbying Disclosure Reports: TPA will prepare and file, on behalf of the City, all applicable lobbying disclosure reports.

GRANT FUNDING SCOPE OF WORK
• Develop Grant Funding Strategy: Utilizing the information gathered during the onboarding process outlined above, TPA will coordinate with the City to develop a strategic funding strategy that serves the needs of the City's priority projects. The strategy developed by TPA will list the City projects, outline multiple funding options for each project, and develop a comprehensive work plan and timeline for each project.
• Identify, Research, and Monitor Grant Funding Opportunities: TPA will utilize list -serve subscription programs, funding workshops, agency canvassing, and other networking tactics to ensure every potential opportunity is identified and reviewed for relevance with the City's projects. TPA will then share these opportunities with the City for further assessment and determination if a grant application is warranted. The City will also receive a grant matrix of funding programs that is updated regularly as new opportunities arise.
• Grant Application Development and Submittal: TPA will develop, draft, submit, and follow up on each grant application submitted on behalf of the City. This support will include strategic assistance, such as letters of support from key stakeholders and other materials, to make the application as compelling and competitive as possible. TPA will also leverage relationships with relevant officials in various state and federal funding agencies to ensure that City grant applications are aligned with the goals of the specific grant program and that the applications are well -crafted and well-positioned for funding. • Post -Award Grant Administration and Compliance: TPA will also assist, as needed, with post -award administration and compliance for all grant applications submitted by TPA on behalf of the City. This assistance will include interacting with granting agencies on behalf of the City, providing support for the 15 Townsend Public Affairs, Inc.

drafting and submission of required reports, evaluations, and other tasks related to the successful monitoring of and compliance with the program requirements. In instances where grant applications are unsuccessful, TPA will work with the relevant funding agencies to set up in-person or telephone debriefing sessions to discuss the grant applications and how to best revise the grant applications for the next funding round to ensure success.
• Costs: Costs associated with this service are as follows:
$66,000 FY 2024-25
$72,000 FY 2025-26
$78,000 FY 2026-27
16 Townsend Public Affairs, Inc.

EXHIBIT B

INSURANCE
17 Townsend Public Affairs, Inc.

ii,c7c)R 4=)® CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)
04/21/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

CONTACT
NAME: Kerry Wakely
PAHIC.No.Ext): (714) 536-6086 (A/CONE
(A/C. (714) 536-4054
E-MAIL
ADDRESS: kerr [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A: Continental Casualty Company 20443
INSURER B : Nationwide Mutual Insurance Co 23787
INSURERC:Oak River Insurnace Company 34630
INSURERD:Beazley Insurance Company 37540
INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: Cert ID 11953 REVISION NUMBER:

PRODUCER
Bannister & Associates
CA License #0691071
305 17th Street
Huntington Beach
Insurance Agency
CA 92648-4209

INSURED
Townsend Public Affairs, Inc.
1401 Dove Street, Suite 330
Newport Beach CA 92660
(949) 399-9050

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 MSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY)
A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000

CLAIMS -MADE
X
OCCUR Y B 6074573557
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO- JECT X LOC
OTHER:

AUTOMOBILE LIABILITY
g X ANY AUTO
A
C
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

X UMBRELLA LIAB

EXCESS LIAB
■
■

SCHEDULED
AUTOS

NON -OWNED

AUTOS ONLY
X
OCCUR

CLAIMS -MADE
DED X RETENT ON 10,000

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRI ETOR/PARTNER/EXECUTIV E
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
D Professional Liability
Y/N
N/A
08/31/2022 08/31/2023
ACP 3140426099 08/31/2022 08/31/2023
B 6074573560 08/31/2022 08/31/2023
Y TOWC328045
W301DF220201
incl Personal/Adv injury Retention: $5,000
08/31/2022 08/31/202'1

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)

EACH OCCURRENCE

AGGREGATE
X
E.L
PER

STATUTE

EACH ACCIDENT
OTH-
ER
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
08/31/2022 08/31/2023 Limit (each
claim):

Limit (aggregate):

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is named as additional insured with respects general liability policy limits. Waiver of subrogation applies with respects workers compensation policy limits.

CERTIFICATE HOLDER
City of Placentia
401 E. Chapman
Placentia CA 92870

CANCELLATION
$
$
$
$ 5,000,000
$ 5,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$ 2,000,000
$ 4,000,000
300,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000

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 CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990410C
(Ed. 01-19)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA

BLANKET BASIS
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Blanket Waiver
Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

Job Description
All CA Operations
Waiver Premium (prior to adjustments)
325.00
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorse ent Effect e: 07/01/2022 PolicyNo.: TOWC328045 Endorsement No.:

Insured: Premium $
Insurance Company: Oak River Insurance Company
Countersigned by
WC990410C
(Ed. 01-19)

Policy # ACP 3140426099 COMMERCIAL AUTO AC 70 06 03 16
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO PROTECTION - PLATINUM
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

SUMMARY OF COVERAGES
A. Effect of This Endorsement
B. Newly Acquired of Formed Entities
C. Employees as insureds — Nonowned Autos
D. Additional Insured by Contract, Permit or Agreement
E. Supplementary Payments — Bail Bonds
F. Supplementary Payments — Loss of Earnings
G. Personal Effects and Property of Others Extension
H. Prejudgment Interest Coverage
I. Fellow Employees
J. Hired Auto Physical Damage
K. Temporary Substitute Autos — Physical Damage Coverage L. Expanded Towing Coverage
M. Auto Loan or Lease Coverage
N. Original Equipment Manufacturer Parts — Leased Private Passenger Types O. Deductible Amendments
P. Expanded Transportation Expense
Q. Extra Expense — Stolen Autos
R. Physical Damage Limit of Insurance
S. New Vehicle Replacement Cost
T. Physical Damage Coverage Extensions
U. Business Income and Extra Expense Coverage
V. Transfer of Rights Of Recovery Against Others To Us
W. Section IV — Business Auto Conditions — Notice of and Knowledge of Occurrence X. Hired Car Coverage Territory
Y. Emergency Lockout
Z. Cancellation Condition
AC 70 06 03 16
Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 7 with its permission

COMMERCIAL AUTO
AC 70 06 03 16
A. EFFECT OF THIS ENDORSEMENT
Coverage provided under this policy is modified
by the provisions of this endorsement. If there
is any conflict between the provisions of this
endorsement and the provision(s) of any state -
specific endorsement also attached to this poli-
cy, then the provision(s) of the state -specific
endorsement shall apply instead of the provi-
sions of this endorsement that are in conflict,
but only to the extent of the conflict, and only to
the extent necessary to bring such provisions
into conformance with the state requirement(s)
contained in the provision(s) of the state -specific
endorsement.

B. NEWLY ACQUIRED OR FORMED ENTITIES
The Named Insured shown in the Declarations is
amended to include any organization you newly
acquire or form, other than a partnership, joint
venture, or limited liability company, and over
which you maintain ownership or majority (more
than 50%) interest; if there is no other similar in-
surance available to that organization. Coverage
under this provision is afforded until the 180th
day after you acquire or form the organization or
the end of the policy period, whichever is later.

C. EMPLOYEES AS INSUREDS — NONOWNED
AUTOS
The following is added to paragraph A.1. Who Is
An Insured of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:
d. Any "employee" of yours is an "insured"
while using a covered "auto" you don't own,
hire or borrow in your business or your per-
sonal affairs.

D. ADDITIONAL INSURED BY CONTRACT,

PERMIT OR AGREEMENT
The following is added to A.1. Who Is An In-
sured of SECTION II — COVERED AUTOS
LIABILITY COVERAGE:

Any person or organization that you are re-
quired to name as an additional insured in a
written contract or agreement that is executed
or signed by you prior to a "bodily injury" or
"property damage" occurrence is an "insured"
for Covered Auto Liability coverage. How-
ever, with respect to covered "autos", such
person or organization is an insured only to
the extent that person or organization qualifies
as an "insured" under A.1. Who is an Insured of
SECTION II — COVERED AUTOS LIABILITY
COVERAGE:

If specifically required by the written contract or
agreement referenced in the paragraph above,
any coverage provided by this endorsement to
an additional insured shall be primary and
any other valid and collectible insurance avail-
able to the additional insured shall be non-
contributory with this insurance. If the written
contract does not require this coverage to be
primary and the additional insured's coverage to
be non-contributory, then this insurance will be
excess over any other valid and collectible insur-
ance available to the additional insured.

E. SUPPLEMENTARY PAYMENTS — BAIL
BONDS
Supplementary Payments of SECTION II —
COVERED AUTOS LIABILITY COVERAGE is
revised as follows:
(2) Up to $3,000 for cost of bail bonds (including
bonds for related traffic law violations) re-
quired because of an "accident" we cover.

We do not have to furnish these bonds.

F. SUPPLEMENTARY PAYMENTS — LOSS OF

EARNINGS
Supplementary Payments of SECTION II —
COVERED AUTOS LIABILITY COVERAGE is
revised as follows:
(4) All reasonable expenses incurred by the "in-
sured" at our request, including actual loss
of earnings up to $1,000 a day because of
time off from work.

G. PERSONAL EFFECTS AND PROPERTY OF

OTHERS EXTENSION

1. The Care, Custody or Control Exclusion of
SECTION II — COVERED AUTOS LIABILITY
COVERAGE, does not apply to "property dam-
age" to property, other than your property, up to
an amount not exceeding $500 in any one "acci-
dent". Coverage is excess over any other valid
and collectible insurance.

2. The following paragraph is added to A.4.

Coverage Extensions of SECTION III -
PHYSICAL DAMAGE COVERAGE:
c. We will pay up to $1,000 for your prop-
erty that is lost or damaged as a result
of a covered "loss", without applying a
deductible. Coverage is excess over
any other valid and collectible insur-
ance.

Includes copyrighted material of Insurance Services Office, Inc. AC 70 06 03 16 with its permission

H. PREJUDGMENT INTEREST COVERAGE
The following paragraph is added to SECTION II
— COVERED AUTOS LIABILITY COVERAGE,

2. Coverage Extensions, a. Supplementary
Payments:
(7) Prejudgment interest awarded against the
"insured" on that part of the judgment we
pay. If we make an offer to pay the appli-
cable limit of insurance, we will not pay
any prejudgment interest based on that
period of time after the offer.

I. FELLOW EMPLOYEE
The Fellow Employee Exclusion of SECTION II -

COVERED AUTOS LIABILITY COVERAGE,
does not apply if the "bodily Injury" results from
the use of a covered "auto" you own or hire.

The insurance provided under this provision is
excess over any other collectible insurance.

J. HIRED AUTO PHYSICAL DAMAGE
If covered "auto" designation symbols 1 or 8 ap-
ply to Liability Coverage and if at least one "au-
to" you own is covered by this policy for Com-
prehensive, Specified Causes of Loss, or Colli-
sion coverages, then the Physical Damage
coverages provided are extended to "autos" you
lease, hire, rent or borrow without a driver; and
provisions in the Business Auto Coverage Form
applicable to Hired Auto Physical Damage apply
up to a limit of $125,000. The deductible will be
equal to the largest deductible applicable to any
owned "auto" for that coverage. Any Compre-
hensive deductible does not apply to fire or
lightning.

K. TEMPORARY SUBSTITUTE AUTOS —

PHYSICAL DAMAGE COVERAGE
The following is added to paragraph C. Certain
Trailers, Mobile Equipment And Temporary
Substitute Autos of SECTION I — COVERED
AUTOS:

If Physical Damage Coverage is provided by
this Coverage Form, the following types of
vehicles are also covered "autos" for Physi-
cal Damage Coverage:

Any "auto" you do not own while used with
the permission of its owner as a temporary
substitute for a covered "auto" you own that
is out of service because of its:
a. Breakdown;
b. Repair;
c. Servicing;
d. "Loss"; or
AC 70 06 03 16
L.

M.

COMMERCIAL AUTO
AC 70 06 03 16
e. Destruction
The coverage that applies is the same as
the coverage provided for the vehicle being
replaced.

EXPANDED TOWING COVERAGE

1. We will pay up to:
a. $150 for a covered "auto" you own of
the private passenger type, or
b. $750 for a covered "auto" you own that
is not of the private passenger type,
for towing and labor costs incurred each
time the covered "auto" is disabled. Howev-
er, the labor must be performed at the place
of disablement.

2. This coverage applies only for an "auto"
covered on this policy for Comprehensive or
Specified Causes of Loss Coverage and
Collision Coverages.

3. Payment applies in addition to the otherwise
applicable amount of each coverage you
have on a covered "auto".

AUTO LOAN OR LEASE COVERAGE

1. In the event of a total "loss" to a covered
"auto", we will pay any unpaid amount due
on the loan or lease, including up to a max-
imum of $500 for early termination fees or
penalties, for your covered "auto" less:
a. The amount paid under SECTION III —
PHYSICAL DAMAGE COVERAGE of
this policy; and
b. Any:
1) Overdue lease/loan payments at the
time of the "loss";
2) Financial penalties imposed under a
lease for excessive use, abnormal
wear and tear or high mileage;
3) Security deposits not refunded by a
lessor;
4) Costs of extended warranties, Credit
Life insurance, Health, Accident, or
Disability insurance purchased with
the lease; and
5) Carry-over balances from previous
leases.

2. This coverage only applies to a "loss" which
is also covered under this policy for Com-
prehensive, Specified Causes of Loss, or
Collision coverage.

Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 7 with its permission

COMMERCIAL AUTO
AC 70 06 03 16

3. Coverage does not apply to any unpaid
amount due on a loan for which the covered
"auto" is not the sole collateral.

N. ORIGINAL EQUIPMENT MANUFACTURER

PARTS - LEASED PRIVATE PASSENGER
TYPES
Under Paragraph C. Limit of Insurance of
SECTION III — PHYSICAL DAMAGE
COVERAGE, Section 4 is added as follows:

4. We will use new original equipment vehicle
manufacturer parts for any private passen-
ger type covered "auto" where required by
the lease agreement which has a term of at
least six months. If a new original equip-
ment vehicle manufacturer part is not in pro-
duction or distribution we may use a like,
kind and quality replacement part.

O. DEDUCTIBLE AMENDMENTS
The following are added to the Deductible provi-
sion of SECTION III — PHYSICAL DAMAGE
COVERAGE:

If another policy or coverage form that is not an
automobile policy or coverage form issued by
this company applies to the same "accident", the
following applies:

1. If the deductible under this coverage is the
smaller (or smallest) deductible, it will be
waived:

2. If the deductible under this coverage is not
the smaller (or smallest) deductible, it will be
reduced by the amount of the smaller (or
smallest) deductible.

If a Comprehensive or Specified Causes of Loss
Coverage "loss" from one "accident" involves
two or more covered "autos", only the highest
deductible applicable to those coverages will be
applied to the "accident," if the cause of the loss
is covered for those vehicles. This provision only
applies if you carry Comprehensive or Specified
Causes of Loss Coverage for those vehicles,
and does not extend coverage to any covered
"autos" for which you do not carry such
coverage.

No deductible applies to glass if the glass is re-
paired, in a manner acceptable to us, rather than
replaced.

P. EXPANDED TRANSPORTATION EXPENSE
Paragraph A.4.a. of SECTION III — PHYSICAL
DAMAGE COVERAGE is replaced by the
following:

We will pay up to $50 per day to a maximum of
$1500 for temporary transportation expense in -

curred by you because of the total theft of a
covered "auto" of the private passenger type.

We will only pay for those covered "autos" for
which you carry Comprehensive or Specified
Causes of Loss Coverage. We will pay for tem-
porary transportation expenses incurred during
the period beginning 24 hours after the theft and
ending, regardless of the policy's expiration,
when the covered "auto" is returned to use or we
pay for its "loss".

Q. EXTRA EXPENSE — STOLEN AUTOS
The following paragraph is added to Section A.4.
of SECTION III — PHYSICAL DAMAGE
COVERAGE:
c. We will pay for up to $5,000 for the expense
of returning a stolen covered "auto" to you.

We will pay only for those covered "autos"
for which you carry Comprehensive or Spec-
ified Causes of Loss Coverage.

R. PHYSICAL DAMAGE LIMIT OF INSURANCE
Under SECTION III — PHYSICAL DAMAGE
COVERAGE, Paragraph C., Limit of Insurance
is replaced by the following:

C. Limit Of Insurance

1. The most we will pay for "loss" in any one
"accident" is the lesser of:
a. The actual cash value of the damaged
or stolen property as of the time of the
"loss", or
b. The cost of repairing or replacing the
damaged or stolen property.

2. $2000 is the most we will pay for "loss" in
any one "accident" to all electronic equip-
ment that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss", is:
a. Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used
by the "auto" manufacturer for the instal-
lation of such equipment.
b. Removable from a permanently installed
housing unit as described in Paragraph

2.a. above or is an integral part of that
equipment; or
c. An integral part of such equipment.

3. An adjustment for depreciation and physical
condition will be made in determining actual
cash value in the event of a total "loss".

4. The cost of repairing or replacing may:

Includes copyrighted material of Insurance Services Office, Inc AC 70 06 03 16 with its permission.

a. Be based on an estimate which includes
parts furnished by the original equip-
ment manufacturer or other sources in-
cluding non -original equipment manu-
facturers and
b. If a repair or replacement results in bet-
ter than like kind or quality, we will not
pay for the amount of the net improve-
ment.

5. If we offer to pay the actual cash value of
the damaged or stolen property, we will
value auto advertising wraps, paint customi-
zation, and similar business related advertis-
ing modifications, in addition to the actual
cash value of the property. Auto advertising
wraps, paint customization, and similar
business related advertising modifications
will be valued at the cost to replace them
with an adjustment made for depreciation
and physical condition.

S. NEW VEHICLE REPLACEMENT COST
The following is added to the Limit of Insurance
provision of SECTION III — PHYSICAL
DAMAGE COVERAGE:

5. The provisions of paragraphs 1.and 3. do
not apply to a covered "auto" of the private
passenger type or a vehicle with a gross ve-
hicle weight rating of 20,000 pounds or less
which is a "new vehicle."
In the event of a total "loss" to your "new ve-
hicle" to which this coverage applies, we will
pay at your option:
a. The verifiable "new vehicle" purchase
price you paid for your damaged vehi-
cle, not including any insurance or war-
ranties purchased;
b. If it is available, the purchase price, as
negotiated by us, of a "new vehicle" of
the same make, model, and equipment
or the most similar model available, not
including any furnishings, parts, or
equipment not installed by the manufac-
turer or manufacturers' dealership; or .
c. The market value of your damaged ve-
hicle, not including any furnishings,
parts, or equipment not installed by the
manufacturer or manufacturer's dealer-
ship.

We will not pay for initiation or set up costs
associated with loans or leases
As used in this endorsement, a "new vehi-
cle" means an "auto" of which you are the
original owner that has not been previously
AC 70 06 03 16 Includes copyrighted material of Insurance with its permission
T.

U.

COMMERCIAL AUTO
AC 70 06 03 16
titled and which you purchased less than
365 days before the date of the "loss".

PHYSICAL DAMAGE COVERAGE

EXTENSIONS
Under SECTION III — PHYSICAL DAMAGE
COVERAGE, A. Coverage, 4. Coverage Exten-
sions, b. Loss of Use Expenses is replaced by
the following:
b. Loss of Use Expenses
For Hired Auto Physical Damage, we will
pay expenses for which an "insured"
becomes legally responsible to pay for loss
of use of a vehicle rented or hired without a
driver, under a written rental contract or
agreement. We will pay for loss of use
expenses if caused by:
(1) Other than collision if the Decla-
rations indicate that Comprehen-
sive Coverage is provided for any
covered "auto";
(2) Specified Causes of Loss only if
the Declarations indicate that
Specified Causes of Loss Cover-
age is provided for any covered
"auto"; or
Collision only if the Declarations
indicate that Collision Coverage
is provided for any covered
"auto."
However, the most we will pay for any
expenses for loss of use is $50 per day, to a
maximum of $1,500. The insurance provided
by this provision is excess over any other
collectible insurance.

BUSINESS INCOME AND EXTRA EXPENSE

COVERAGE

1. Business Income Coverage
We will pay the actual loss of business in-
come sustained by you as a result of the
necessary suspension of your business dur-
ing the period of restoration due to "loss" to
a covered "auto" used in your business. The
loss must be caused by a cause of loss cov-
ered under item Al of Physical Damage
Coverage in this Coverage Part.

2. Extra Expense Coverage
We will pay the necessary and reasonable
extra expenses that you incur during the pe-
riod of restoration that you would not have
incurred had there been no "loss" to a cov-
ered "auto" used in your business. The loss
(3)
Services Office, Inc. Page 5 of 7

COMMERCIAL AUTO
AC 70 06 03 16
must be caused by a cause of loss listed
under item Al of Physical Damage Cover-
age in this Coverage Part. Extra Expenses
means those expenses you incur to avoid or
minimize the suspension of business and to
continue your business operations.

3. Additional Conditions
We will not pay for "loss" or expenses
caused by suspension, lapse or cancellation
of any license, lease or contract. But if the
suspension, lapse or cancellation is directly
caused by the suspension of your business,
we will cover such "loss" that affects your
business income. We will not pay under this
coverage if you do not repair or replace the
covered "auto". You must resume all or part
of your business as quickly as possible. If
you have other autos you can use to reduce
the amount of loss payable under this cov-
erage, you are required to use them. We will
pay for expenses you incur to reduce the
amount that otherwise would have been
payable under this coverage. We will not
pay more than the amount by which you ac-
tually reduce the business income loss or
extra expense incurred.

4. Limit
The most we will pay for "loss" arising out of
one covered "auto" is $10,000 per loss with
an annual aggregate of $20,000. Payment
applies in addition to the otherwise applica-
ble amount of each coverage you have on a
covered "auto".

5. Definitions
a. "Business Income" means the:

1.). Net income (Net profit or loss before
income taxes) that would have been
earned or incurred if no loss would
have occurred; and

2.). Continuing normal operating
expenses incurred, including payroll.
b. "Period of Restoration" means the
period of time that:

1.). Begins:
(a) 24 hours after the time of loss
for Business Income Coverage;
or

(b) Immediately after the time of
loss for Extra Expense
Coverage; and

2.) Ends at the earliest of:
(a) The time required to resume
your normal business opera-
tions; or
(b) The time that is reasonably
necessary to repair or replace
the covered auto with a maxi-
mum time period of 180 days.

Period of Restoration does not
include any increased period
required due to the enforcement
of any ordinance or law that re-
quires any insured or others to
test for, monitor, clean up, re-
move, contain, treat, detoxify or
neutralize or in any way respond
to or assess the effects of pollu-
tants. The expiration date of this
policy will not cut short the peri-
od of restoration.

V. TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US
The following is added to the Transfer Of Rights
Of Recovery Against Others To Us Condition:

We waive any right of recovery we may
have against any person or organization to
the extent required of you by a written con-
tract executed prior to any "accident" be-
cause of payments we make for damages
under this coverage form.

W. NOTICE OF AND KNOWLEDGE OF

OCCURRENCE
SECTION IV — BUSINESS AUTO
CONDITIONS, Paragraph A is amended as
follows:

6. NOTICE OF AND KNOWLEDGE OF

OCCURRENCE
a. Your obligation in the Duties in the Event
of Accident, Claim, Suit or Loss Condi-
tion relative to notification require-
ments applies only when the "accident"
or "loss" is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance
manager, if you are a corporation.
b. Your obligation in the. Duties in the Event
of Accident, Claim, Suit or Loss Condition
relative to providing us with documents
concerning a claim or "suit" will not be
Includes copyrighted material of Insurance Services Office, Inc. AC 70 06 03 16 with its permission

considered breached unless the breach
occurs after such claim or "suit" is known
to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer or insurance
manager, if you are a corporation.

X. HIRED CAR — COVERAGE TERRITORY
Item (5) of the Policy Period, Coverage Territory
General Condition is replaced by the following:
(5) Anywhere in the world if a covered "auto"
is leased, hired, rented or borrowed without a
driver for a period of 30 days or less; and
Y. EMERGENCY LOCKOUT
We will reimburse you up to $100 for reasonable
expense incurred for the services of a locksmith
to gain entry into your covered "auto" subject to
these provisions:

1. Your door key, electronic key or key entry
pad has been lost, stolen or locked in your
AC 70 06 03 16

COMMERCIAL AUTO
AC 70 06 03 16
covered "auto" and you are unable to enter
such "auto" , or

2. Your keyless entry device battery dies and
you are unable to enter such "auto" as a
result,

3. Your key, electronic key or key entry pad
has been lost or stolen and you have
changed the lock to prevent an unauthorized
entry; and

4. Original copies of receipts for services of a
locksmith must be provided before
reimbursement is payable.

Z. CANCELLATION CONDITION
Paragraph A.2. of the COMMON POLICY
CONDITION — CANCELLATION applies except
as follows:

If we cancel for any reason other than nonpay-
ment of premium, we will mail or deliver to the
First Named Insured written notice of cancella-
tion at least 60 days before the effective date of
cancellation. This provision does not apply in
those states that require more than 60 days prior
notice of cancellation.

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10020005760745735572241
CNA
Policy Number B 6074573557
SB146932G
(Ed. 10-19)

BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM

BUSINESSOWNERS COMMON POLICY CONDITIONS

TABLE OF CONTENTS
I. Blanket Additional Insured Provisions
A. Additional Insured — Blanket Vendors
B. Miscellaneous Additional Insureds
C. Additional Provisions Pertinent to Additional Insured Coverage

1.a. Primary — Noncontributory provision

1.b. Definition of "written contract"

2. Additional Insured — Extended Coverage
II. Liability Extension Coverages
A. Bodily Injury — Expanded Definition
B. Broad Knowledge of Occurrence
C. Estates, Legal Representatives and Spouses
D. Fellow Employee First Aid
E. Legal Liability — Damage to Premises
F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket
I. BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED — BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions:

1. The insurance afforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or g.

SB146932G (10-19) Page 1 of 7
Copyright, CNA All Rights Reserved.

SB146932G
(Ed. 10-19)
h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(1) The exceptions contained in Subparagraphs d. orf.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products.

3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy.

4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.

B. MISCELLANEOUS ADDITIONAL INSUREDS

1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract."

2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with:
a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or
c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below.

Any coverage granted by this endorsement shall apply only to the extent permitted by law.

3. Only the following persons or organizations can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of:
(1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises;
provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises
A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises.
c. Grantor of Franchise
Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you.

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d. Lessor of Equipment
Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land
Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.
f. Lessor of Premises
g.

An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease.

The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.

Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you.

This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions
A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of:
(1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies:
(a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to:
(a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or
(b) "Bodily injury" or "property damage" included within the "products -completed operations hazard."
With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured.

SB146932G (10-19) Page 3 of 7
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i. Trade Show Event Lessor
With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by:
a. Your acts or omissions; or
b. Acts or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event.

Other Person or Organization
Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:
(1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if:
(a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or
(3) Who is afforded additional insured coverage under another endorsement attached to this policy.

C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE

1. With respect only to additional insured coverage provided under paragraphs A. and B. above:
a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance:
j•
SB146932G
(Ed. 10-19)
This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added:
"Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement:
(1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to:
(a) The "bodily injury" or "property damage;" or
(b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage.

2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds.

If the additional insured is:
a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7
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SB146932G
(Ed. 10-19)
b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or
e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of:
(1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above;
(2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services.

II. LIABILITY EXTENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply.

A. Bodily injury — Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following:
"Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease.

B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following:

Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to:
(1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.

This paragraph applies separately to you and any additional insured.

C. Estates, Legal Representatives and Spouses
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business.

SB146932G (10-19) Page 5 of 7
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SB146932G
(Ed. 10-19)
D. Fellow Employee First Aid Coverage
In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following:

The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations.

E. Legal Liability — Damage To Premises

1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following:
k. Damage To Property
"Property damage" to:

1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property;

2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises;

3. Property loaned to you;

4. Personal property in the care, custody or control of the insured;

5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or

6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it.

Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you.

Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises:
(1) rented to you:
(2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance.

Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard."

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury:

Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance.

SB146932G (10-19) Page 6 of 7
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10020005760745735572244
SB146932G
(Ed. 10-19)

3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following:

The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of:
a. $1,000,000; or
b. The Damage to Premises Rented to You Limit shown in the Declarations.

F. Personal and Advertising Injury — Discrimination or Humiliation

1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is:
(1) Not done intentionally by or at the direction of:
(a) The insured; or
(b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and
(2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured.

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions:
(15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties
Fines or penalties levied or imposed by a governmental entity because of discrimination.

3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement.

G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following:
c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor.

H. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.

All other terms and conditions of the Policy remain unchanged.

SB146932G (10-19) Page 7 of 7
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CNA
Policy Number B 6074573557
CNA80103XX
(09-14)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY -

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COMMON POLICY CONDITIONS
The following is added to Paragraph H. Other Insurance and supersedes any provision to the contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:

1. The additional insured is a Named Insured under such other insurance; and

2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.

All other terms and conditions of the Policy remain unchanged.

CNA80103XX (09-14)

Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission

10020005760745735572261
CNA
Policy Number B 6074573557

ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM

SCHEDULE
Name Of Person Or Organization:

SB300113D
(Ed. 6-16)
Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations.

It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following:

A. The person or organization shown in the Schedule is an insured, but only with respect to such person or organization's liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf:

1. in the performance of your ongoing operations; or

2. in connection with premises owned by or rented to you.

B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide such additional insured with:

1. coverage broader than required by such contract or agreement; or

2. a higher limit of insurance than required by such contract or agreement.

C. The coverage granted by this endorsement does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard."
Any coverage granted by this endorsement shall apply solely to the extent permissible by law.

All other terms and conditions of the Policy remain unchanged.

SB300113D (Ed. 6-16)

Copyright, CNA All Rights Reserved.

CNA
Policy Number B 6074573557
SB -300120-C
(Ed. 06/11)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -

SCHEDULED PERSON OR ORGANIZATION - WITH PRODUCTS COMPLETED

OPERATIONS COVERAGE
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM
SCHEDULE*
Name Of Person Or Organization:
* Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations.

A. The following is added to Paragraph C. Who Is An
Insured:

4. Any person(s) or organization(s) shown in the
Schedule is also an additional insured, but only
with respect to liability for "bodily injury," "property damage" or "personal and advertising injury,"
caused, in whole or in part, by:
a. Your acts or omissions; or
b. 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)
designated above; or
c. "Your work" that is included in the "products -
completed operations hazard" and performed
for the additional insured, but only if this
Policy provides such coverage, and only if the
written contract or written agreement requires
you to provide the additional insured such
coverage.

B. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or
"personal and advertising injury" arising out of:

SB -300120-C
(Ed. 06/11)

1. The rendering of, or the failure to render any
professional architectural, engineering, or
surveying services, including:
(a) The preparing, approving, or failing to prepare
or approve maps, shop drawings, opinions,
reports, surveys, field orders, change orders
or drawings and specifications; and
(b) Supervisory, inspection, architectural or
engineering activities.

2. "Bodily Injury," "property damage," or "personal
and advertising injury" arising out of any premises
or work for which the additional insured is
specifically listed as an additional insured on
another endorsement attached to this Policy.

C. The following is added to Paragraph H. of the
Businessowners Common Policy Conditions:

H. Other Insurance
This insurance is excess over any other insurance
naming the additional insured as an insured
whether primary, excess, contingent or on any
other basis unless a written contract or written
agreement specifically requires that this insurance
be either primary or primary and noncontributing.

Placentia City Council

AGENDA REPORT
TO: CITY COUNCIL

VIA CITY ADMINISTRATOR
FROM: DEPUTY CITY ADMINISTRATOR / PUBLIC SERVICES & INFRASTRUCTURE DATE: MAY 2, 2023
SUBJECT: AWARD OF CONTRACT TO NIEVES LANDSCAPING, INC., FOR THE URBAN FOREST TREE PLANTING PROJECT, CITY PROJECT NO 1306
FISCAL
IMPACT: EXPENSE: $ 81,618.00 CONTRACT AMOUNT
BUDGETED: $ 120,000.00 FY 2023-24 CIP BUDGET (841306-6740) SUMMARY:

This proposed Public Works agreement with Nieves Landscaping (Nieves) is for an urban forest tree planting project within the former Hamer Island. The scope of work includes the planting of 160 trees in residential parkways as well as initial watering of the new trees. The City recently issued a notice inviting bids for this project and bids were received on March 23, 2023, from seven (7) contractors. Nieves was deemed the lowest responsive and responsible bidder for this project.

Sufficient funds were budgeted in the FY 2023-24 CIP Budget to cover this cost.

RECOMMENDATION:

It is recommended that the City Council take the following actions:

1. Award a Public Works Agreement with Nieves Landscaping Inc., for the Urban Forest Tree Planting Project in an amount not -to -exceed $81,618; and

2. Authorize the City Administrator to approve contract change orders up to 10% or $8,161 of the contract not -to -exceed amount; and

3. Authorize the City Administrator to execute all necessary documents, in a form approved by the City Attorney.

STRATEGIC PLAN STATEMENT:

This item is consistent with the City Council approved 5 -Year Strategic Goal #6 to Improve City Beautification, under Objective #6.4, which is to expand the City's Urban Forest Plan by planting 100 trees per year.

1.g.

May 2, 2023

City Council Agenda
May 2, 2023

DISCUSSION:

The scope of this project is to plant 160 trees in residential parkways located within the former Hamer Island neighborhood. Upon annexation of the former Island, the City received a one-time payment of $1.5 million from the County of Orange for infrastructure maintenance and improvements within the Island and this is the first project to be undertaken since annexation. As a part of this project, the contractor will be responsible for watering the new trees for the first three (3) months after the final inspection and acceptance by the City of all tree plantings. All trees shall be warrantied for a period of twelve (12) months beginning on the date of acceptance of the installation by the City. Any trees that fail within the warranty period shall be replaced at no cost to the City.

On March 23, 2023, the City received seven (7) bids from various landscape and tree care contractors and a summary of those bid amounts are noted in the table below:

Contractor Bid Amount
Nieves Landscaping, Inc $ 81,618.00
West Coast Arborist, Inc $ 112,000.00
Golden West Arbor Services Inc. $ 124,000.00
SGD Enterprises $ 150,000.00
Mariposa Tree Management Inc $ 188,800.00
Marina Landscaping Inc. $232,000.00
Echo Tech Services $240,000.00
Staff reviewed the bids received for mathematical and other errors and it was determined that the apparent low bid was submitted by Nieves Landscaping, Inc (Nieves). Staff conducted a reference check on Nieves who received favorable reviews from other clients. Based upon the bid amount received and the reference check, Staff recommends the City Council award a Public Works Agreement to Nieves Landscaping for a not -to -exceed amount of $81,618.

FISCAL IMPACT:

The total cost for this project amounts to $89,779.80. This cost consists of the bid amount submitted by Nieves Landscaping in the amount of $$81,618 and a 10% construction contingency in the amount of $8,161.80. A total of $120,000 was budgeted in the FY 2022-23 Capital Improvement Program for this project. As such, sufficient funds exist for the recommended actions.

City Council Agenda
May 2, 2023
Page3of3
Pre
Joel Carde . s
Public Works Superintendent
Rev. Ked anapproved
Luis Estevez
Deputy City Administrator
Reviewed and approved:

Jennifer Lampman
Director of Finance.

Reviewed and a•pray -d:

Damien R. Arrula
City Administrator
Attachment:

Public Works Agreement with Nieves Landscaping, Inc.

Project No. 1306

CITY OF PLACENTIA

PUBLIC WORKS AGREEMENT FOR
WITH
NIEVES LANDSCAPING, INC.

THIS AGREEMENT (herein "Agreement") is made and entered into this 2nd day of May, 2023 by and between the CITY OF PLACENTIA, a municipal corporation and charter city, (herein "City") and NIEVES LANDSCAPING, INC. (herein "Contractor"). The parties hereto agree as follows:

WITNESSETH:

A. WHEREAS, City requires the construction of URBAN FOREST TREE PLANTING PROJECT as set forth more fully in this Agreement.

B. WHEREAS, Contractor represents to City that Contractor is qualified to perform said work and has submitted a proposal to City for the same.

C. WHEREAS, City desires to have Contractor perform said services on the terms and conditions set forth herein.

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 and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows:

1.0 DEFINITIONS

1.1 Definitions. As used in this Agreement, the following definitions shall be applicable:
(a) Contractor. Contractor shall mean NIEVES LANDSCAPING, INC. a (California corporation, partnership, individual) located at 1629 E.

EDINGER AVE. SANTA ANA, CALIFORNIA 92705 UNITED STATES. (b) City. City shall mean the City of Placentia, a Municipal Corporation and Charter City, located at 401 E. Chapman, Placentia, California 92870.
(c) City Council. City Council shall mean the City Council of the City of Placentia.
(d) Contract Officer shall mean the person designated by the City 1 Project No. 1306
Administrator or City Engineer of City and shall have the duties set forth in Section 5.2.
(e) Services. Services shall mean the services to be performed by the Contractor pursuant to this Agreement.
(f) Satisfactory. Satisfactory shall mean satisfactory to the City Administrator or his/her designee.

2.0 SERVICES OF CONTRACTOR

2.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended.

2.2 Documents Included in Contract. This contract consists of this Agreement and any Exhibits, which are incorporated herein by this reference. In the event of an inconsistency, the terms of this Agreement shall govern.

2.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered, including but not limited to, the claims procedure set forth in Public Contract Code Section 9204, a summary of which is attached to this agreement as Exhibit "E."

2.4 Licenses. Permits. Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement, including registration with the Department of Industrial Relations of the State of California as required by Labor Code Section 1725.5 before commencing performance under this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.

Contractor shall be responsible for all subcontractors' compliance with this Section 2.4.

2.5 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement.

If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should Contractor discover any latent or unknown 2 Project No. 1306
conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer.

2.6 Standard of Performance. Contractor, its subcontractors and their employees, in the performance of Contractor's work under this Agreement shall be responsible for exercising the degree of skill and care required by customarily accepted good professional practices and procedures used in the Contractor's field.

Any costs for failure to meet the foregoing standard or to correct otherwise defective work that requires re -performance of the work, shall be borne in total by the Contractor and not by the City. The failure of a project to achieve the performance goals and objectives stated in this Agreement is not a basis for requesting re -performance unless the work conducted by Contractor and/or its subcontractors is deemed by the City to have failed the foregoing standard of performance.

In the event Contractor fails to perform in accordance with the above standard:

1. Contractor will re -perform, at its own expense, any task which was not performed to the reasonable satisfaction of City. Any work re -performed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved. Contractor shall work any overtime required to meet the deadline for the task at no additional cost to the City;

2. The City shall provide a new schedule for the re -performance of any task pursuant to this paragraph in the event that re -performance of a task within the original time limitations is not feasible; and

3. The City shall have the option to direct Contractor not to re -perform any task which was not performed to the reasonable satisfaction of the City Project Manager pursuant to application of (1) and (2) above. In the event the City directs Contractor not to re- perform a task, the City shall negotiate a reasonable settlement for satisfactory work performed. No previous payment shall be considered a waiver of the City's right to reimbursement.

Nothing contained in this section is intended to limit any of the rights or remedies which the City may have under law.

2.7 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence.

2.8 Further Resoonsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. Contractor shall require all subcontractors to comply with the provisions of this agreement. 3 Project No. 1306

2.9 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum as set forth in Section 3.1, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of twenty five percent (25%) or Tess of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less may be approved by the Contract Officer. Any increases, taken either separately or cumulatively, that result in the Contract Sum exceeding $25,000 must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein.

Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore.

2.10 Prevailina Wade Laws. Contractor represents and warrants that it is registered with the Department of Industrial Relations pursuant to SB 854 and Labor Code 1725.5. Contractor shall ensure that its subcontractors comply with said requirements. In accordance with Labor Code Section 1770 et seq., the Director of the Department of Industrial Relations of the State of California has ascertained a general prevailing rate of wages, which is the minimum amount, which shall be paid to all workers employed to perform the work pursuant to this Agreement. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is hereby incorporated by reference into this Agreement. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day.

Contractor must forfeit to the City Twenty Five Dollars ($25.00) a day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. Contractor is required to post a copy of such wage rates at all times at the contract site. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced.

Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et. seq., including Section 1776. Contractor shall comply with all statutory requirements relating to the employment of apprentices.

3.0 COMPENSATION

3.1 Contract Sum. For the services rendered pursuant to this Agreement, the Contractor shall be compensated as specified herein, but not exceeding the maximum contract amount of EIGHTY- ONE THOUSAND, SIX HUNDRED -EIGHTEEN Dollars ($81,618.00) (herein "Contract Sum"), except as provided in Section 2.9. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings.

3.2 Progress Payments. Prior to the first day of the month, during the progress of the work, commencing on the day and month specified in the Agreement, Contractor shall submit to the Contract Officer a complete itemized statement of all labor and materials incorporated into the work during the preceding month and the portion of the contract sum applicable thereto. Upon approval in writing by the Contract Officer, payment shall be made in thirty (30) days. City shall pay Contractor a sum based upon ninety-five percent (95%) of the 4 Project No. 1306
contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security. Refer to Section 8.4 of this Agreement for retention of funds.

4.0 PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement.

4.2 Schedule of Performance. Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "B", and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Scope of Services may be approved in writing by the Contract Officer.

4.3 Force Maieure. The time period(s) specified in the Scope of Services for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes for the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 8.9 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer. Notwithstanding the foregoing, this Agreement shall terminate no later than May 2nd , 2024, unless the parties mutually agree in writing to extend the term.

5.0 COORDINATION OF WORK

5.1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

GREG NIEVES

PRESIDENT
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be 5 Project No. 1306
replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City.

5.2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Administrator or City Engineer of City. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

5.3 Prohibition Aaainst Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

5.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its subcontractors, agents or employees, performs the services required herein, except as otherwise set forth herein. City shall have no voice in. the selection, discharge, supervision or control of Contractor's employees, subcontractors, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its subcontractors, agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor.

5.5 Identity of Persons Performing Work. Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services set forth herein. Contractor represents that the tasks and services required herein will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services.

5.6 Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse contractor for any costs incurred in locating, repairing damage not caused by contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities. 6 Project No. 1306

5.7 Trenches or Excavations. Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply.
(a) Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract.
(b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order per Section 2.9 of this Agreement.
(c) That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused form any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract.

Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.

6.0 INSURANCE, INDEMNIFICATION AND BONDS

6.1 Insurance. The Contractor and all subcontractors, if any, shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, insurance as set forth in Exhibit "C" attached hereto and incorporated herein by this reference.

Conditions:

In accordance with Public Contract Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted to do business in the State of California with a credit rating of A- or better.

This insurance shall not be canceled, limited in scope or coverage or non -renewed until after thirty (30) days prior written notice has been given to the Community Development Director, City of Placentia, 401 E. Chapman Ave., Placentia, California 92870. 7 Project No. 1306
Any insurance maintained by the City of Placentia shall apply in excess of and not combined with insurance provided by this policy.

The City of Placentia, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds.

Prior to commencement of any work under this contract, Contractor shall deliver to the City insurance endorsements confirming the existence of the insurance required by this contract, and including the applicable clauses referenced above.

Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. Should it be deemed necessary by the City, it shall be Contractor's responsibility to see that the City receives documentation, acceptable to the City, which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company.

If the Contractor fails to maintain the aforementioned insurance, or secure and maintain the aforementioned endorsement, the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the agreement. However, procuring of said insurance by the City is an alternative to other remedies the City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secure said endorsement. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which became due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof.

Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this agreement.

Each contract between the Contractor and any subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 6.1.

6.2 Certificates of Insurance. Contractor 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 and endorsements shall be attached to this Agreement as Exhibit "D", and are incorporated herein by this reference.

6.3 Indemnification. Contractor shall defend, indemnify, hold free and harmless the City of Placentia, its elected and appointed officials, officers, agents and employees, at Contractor's sole expense, from and against any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising or alleged to arise from the negligent acts or omissions of Contractor hereunder, or arising or alleged 8 Project No. 1306
to arise from Contractor's performance of or failure to perform any term, provision, covenant or condition of this Agreement.
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith. (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor's (or its agents', employees', subcontractors' or invitees') negligent performance of or failure to perform such work, operations or activities hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom.
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising or alleged to arise out of or in connection with the performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees for counsel selected by City.
(d) Contractor's duty to defend and indemnify as set out in this Section 6.3 shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter -Cologne Water Quality Control Act, as any of those statutes may be amended from time to time.

Notwithstanding the foregoing, Contractor 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.

The Contractor's indemnification obligations pursuant to this Section 6.3 shall survive the termination of this Agreement. Contractor shall require the same indemnification from all subcontractors.
9 Project No. 1306

6.4 Labor and Materials and Performance Bonds. Concurrently with execution of this Agreement, Contractor shall deliver to City a labor and materials bond and a performance bond each in the sum of the amount of this Agreement, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement.

6.5 Sufficiency of Insurer or Surety. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Senior Management Analyst of City ("Senior Management Analyst") determines that the work or services to be performed under this Agreement creates an increased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies required by this Section 6 may be changed accordingly upon receipt of written notice from the Senior Management Analyst; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Senior Management Analyst to the City Council of City within ten (10) days of receipt of notice from the Senior Management Analyst.

6.6 Substitution of Securities. Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any monies withheld to ensure performance under the contract for the work to be performed will be permitted at the request and expense of the successful bidder.

7.0 RECORDS AND REPORTS

7.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement.

For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

7.2 Records. Contractor shall keep, and require subcontractors to keep, such books and records (including but not limited to payroll records as required herein) as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. 10 Project No. 1306

7.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom.

7.4 Public Records Act Disclosure. Contractor 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 Contractor, 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 Contractor 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.

8.0 GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

8.2 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.

The Principal set forth in Section 5.1 above shall be the representative for Contractor for purposes of this Agreement, and shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.

8.3 Disputes. In the event either party fails to perform its obligations hereunder, the nondefaulting party shall provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long 11 Project No. 1306
as the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement. Compliance with the provisions of this Section 8.3 shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured.

8.4 Retention of Funds. Progress payments shall be made in accordance with the provisions of Section 3.2 of this Agreement. In accordance with said section, City shall pay Contractor a sum based upon ninety-five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security to be paid to the Contractor within sixty (60) days after final acceptance of the work by the City Council, after Contractor shall have furnished City with a release of all undisputed contract amounts if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, the City may retain proceeds (per Public Contract Code 7107) of up to 150% of the amount in dispute. City's failure to deduct or withhold shall not affect Contractor's obligations hereunder.

8.5 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.

A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.6 Richts and Remedies. Rights and Remedies are cumulative except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

8.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

8.8 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City Five Hundred Dollars ($500) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Scope of Services (Exhibit A) or Schedule of Performance (Exhibit B). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 12 Project No. 1306

8.9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.3, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated.

8.10 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and shall be deemed to be given when served personally or deposited in the US Mail, prepaid, first-class mail, return receipt requested, addressed as follows:

To City: City of Placentia
401 E. Chapman Ave
Placentia, California 92870
Attn.: Joel Cardenas
To Contractor:

Nieves landscaping, Inc.
1629 e. Edinger Ave.

Santa Ana, California 92705
Attn.: Joshua Cho
Business development
(714)936-8862

8.11 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.12 Conflict of Interest. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor'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, Contractor and its officers, employees, associates and subcontractor shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 13 Project No. 1306

8.13 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. To the extent required by law, contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry.

8.14 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.15 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.16 Hiring of Illegal Aliens Prohibited. Contractor shall not hire or employ any person to perform work within the City of Placentia or allow any person to perform work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Further, Contractor shall comply with the following:
(a) Unauthorized Aliens. Contractor hereby represents and warrants that it will comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of any work and/or services under this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to reimburse City for any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, or penalties which arise out of or are related to such employment, together with any and all costs, including attorneys' fees, incurred by City.
(b) E-Verifv. If Contractor is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Contractor shall enroll in the E - Verify program within fifteen (15) days of the effective date of this Agreement to verify the employment authorization of employees assigned to perform work hereunder. Contractor shall verify employment authorization within three (3) days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at http://www.uscis.gov , or access the registration page at https://e-verify.uscis.gov/enroll . Contractor shall certify its registration with E -Verify and provide City its registration number within sixteen days of the 14 Project No. 1306
effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated.

8.17 Unfair Business Practices Claims. In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Sec. 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body renders final payment to the contractor without further acknowledgment by the parties. (Sec. 7103.5, California Public Contract Code).

8.18 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

8.19 PERS Eliaibifity Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor 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, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor 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, Contractor 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.

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

8.21 Legal Responsibilities. The Contractor shall keep itself informed of City, State, and Federal laws, ordinances and regulations, which may in any manner affect the performance of its services pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations. Neither the City, nor its officers, agents, nor employees shall be liable at law or in equity as a result of the Contractor's failure to comply with this section.
15 Project No. 1306

8.22 Termination for Convenience. The City may terminate this Agreement without cause for convenience of the City upon giving contractor 30 days prior written notice of termination of the Agreement. Upon receipt of the notice of termination the Contractor shall cease all further work pursuant to the Agreement. Upon such termination by the City the Contractor shall not be entitled to any other remedies, claims, actions, profits, or damages except as provided in this paragraph. Upon the receipt of such notice of termination Contractor shall be entitled to the following compensation:

1. The contract value of the work completed to and including the date of receipt of the notice of termination, less the amount of progress payments received by contractor.

2. Actual move -off costs including labor, rental fees, equipment transportation costs, the costs of maintaining on-site construction office for supervising the mover -off.

3. The cost of materials custom made for this Agreement which cannot be used by the Contractor in the normal course of his business, and which have not been paid for by City in progress payments.

4. All costs shall not include any markups as might otherwise be allowed by any plans or specifications which were a part of the Agreement.

The provisions of this paragraph shall supersede any other provision of the Agreement or any provision of any plans, specification, addendums or other documents which are or may become a part of this Agreement. City and Contractor agree that the provisions of this paragraph are a substantive part of the consideration for this Agreement.

8.23 Responsibility for Errors. Contractor shall be responsible for its work and results under this Agreement. Contractor, 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 Contractor occurs, then Contractor shall, at no cost to City, provide all necessary design drawings, estimates and other Contractor 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.

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

8.25 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.

8.26 No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor 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 16 Project No. 1306
Agreement.

8.27 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.

8.28 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.

8.29 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.

8.30 Funding Source Conditions — Contractor's Obliaation. Contractor acknowledges that the City may be paying for the Project by using funds it receives or will receive from various funding sources in the form of grants and/or subsidies, and the like under certain terms and conditions. Contractor acknowledges and agrees that any failure of the Contractor and/or its subcontractors to perform its obligations under the Contract, including, but not limited to, timely submitting accurate reports and records, that in any way results in the City not meeting the terms and conditions placed on the funds by the funding source, or forfeiting its entitlement to or, otherwise, not receiving, the funds, then the Contractor shall be liable to pay the City for the funds not granted to the City on the Project.

8.31 Entire Aoreement. 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.

IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above.

ATTEST:

CITY OF PLACENTIA,
A municipal corporation and Charter City
Damien R. Arrula, City Administrator
17 Date

Project No. 1306
ATTEST:

Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:

CONTRACTOR
Signature
Name and Title
Social Security or Taxpayer ID Number
Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:

Rosanna Ramirez, Deputy City Administrator
APPROVED AS TO CONTENT:

Joel Cardenas, Public Works Superintendent
DEPARTMENTAL APPROVAL:

Luis Estevez, Deputy City Administrator
18 Date:

Date:

Date:

Date:

Date:

Project No. 1306

(Use of City Bond Form is Required)

LABOR AND MATERIAL PAYMENT BOND

PUBLIC WORK (CALIFORNIA)
KNOW ALL MEN BY THESE PRESENT:

WHEREAS, as Principal, has
entered into a contract dated , with the City of Placentia (Obligee) referred to and made a part hereof to perform the following work, to wit:
and all appurtenant work in accordance with PROJECT NO. , which requires Principal to file this bond to secure claims made in relation to the project.

NOW THEREFORE, we, as Principal,
and a corporation organized under the
laws of and duly authorized to transact business in the State of California, as Surety, are held firmly bound unto the City of Placentia, as Obligee, and all sub- contractors, laborers, material persons and other persons employed in the performance of the referenced agreement, in the sum of
Dollars ($ .00), lawful money of the United States of America, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

If the above bounden PRINCIPAL, his or its heirs, executors, administrators, successors, assigns, or any of his or its sub -contractors, fails to pay for any materials, provisions, provender, or other supplies, or teams, implements or machinery, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor to persons named in Section 9100 or the Civil Code, thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor deducted, withheld and paid over to the Employment Development Department from the wages of employees of the contractor and sub -contractors pursuant to Section 13020 of the Unemployment Insurance Code, that the SURETY on this bond will pay the same, in an amount not exceeding the sum specified in this bond, AND ALSO, in case suit is brought upon this bond, a reasonable attorney's fee, which shall be awarded by the court to the prevailing party in said suit, said attorney's fee to be taxed as costs in said suit and to be included in the judgment herein rendered.

As part of the obligation secured hereby, the SURETY shall not be exonerated or released from the obligation of the bond by any change, alteration, or modification in or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement or pertaining or relating to the furnishing of labor, materials, or equipment therefor, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme of work of improvement, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under

Project No. 1306

any such contract or agreement, or under the bond, nor, where the bond is given for the benefit of claimants, by any fraud practiced by any person other than the claimant seeking to recover on the bond.

This bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under the Civil Code so as to give them a right of action in a suit on this bond.

This bond is executed for the purpose of complying with the laws of the State of California and shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code of the State of California.

IN WITNESS THEREOF, we have hereunto set our hands and seals this day of 20 (Corporate Seal)
(Corporate Seal)
APPROVED AS TO FORM:
/s/ Christian L. Bettenhausen
City Attorney
Principal
By
Title
Principal
By
Title

Project No. 1306

(Use of City form is required)

SUPPLEMENTAL INFORMATION TO BE COMPLETED BY PRINCIPAL
If an individual, so state. If a firm or co -partnership, state the firm and give the names of all individual co-partners composing the partnership. If a Corporation, state legal name of corporation; state also the names of the president, secretary, treasurer and manager thereof.

Business Address:

Telephone Number:

Date:

Print Name:

Signature:

Principal
Title

Project No. 1306

TAX IDENTIFICATION NUMBER

(Use of City form
is required)
The Tax Equity and Fiscal Responsibility Act of 1982 requires the payer (City of Placentia) to report to the Internal Revenue Service taxable payments to payees.

You (as a payee) are required by law to provide us with your Taxpayer Identification Number (if an individual or partnership, your Social Security Number). If you do not provide us with your correct identification number, you may be subject to a penalty imposed by the Internal Revenue Service. The payments subject to withholdings may include, but are not limited to, interest, dividends, or other payments the City of Placentia and/or the Placentia Redevelopment Agency made to you. Other payments may include rents, royalties, commissions and fees for service of non -employees.

If you are exempt from income tax, we are still required, by law, to maintain a Tax Identification Number on file. PLEASE PROVIDE YOUR TAX IDENTIFICATION NUMBER next to the appropriate listing below, sign, date and return to:

CITY OF PLACENTIA FINANCE DEPARTMENT
401 E. Chapman
Placentia, CA 92870
Exempt: Yes No Telephone (
CORPORATION:

U.S.A. OR ANY AGENCIES THEREOF:

IRS CODE #501 TAX-EXEMPT ORGANIZATION:

A NON-COMMISSIONED CITY OF PLACENTIA EMPLOYEE:

SOLE PROPRIETOR:

A PARTNERSHIP:

OTHER: (Explain)
Signature/Title: Date:

Project No. 1306

BID GUARANTEE

TO THE CITY OF PLACENTIA
PROJECT NO.

As a material inducement to the City to award the contract for Project No. to
, the undersigned ("Guarantor") has agreed to enter into this guarantee. The Guarantor hereby unconditionally guarantees to the fullest extent allowed by law the following work included in this project: ("the work").

Guarantor guarantees that the materials and equipment used by itself and its subcontractors will be free from defects and that the work will conform to the plans and specifications. Should any of the materials or equipment prove defective or should the work as a whole, or any part thereof, prove defective for any reason whatsoever (except due to intentional torts by the City), or should the work as a whole or any part thereof fail to operate properly or fail to comply with the plans and specifications, Guarantor will, at the City's sole election: 1) reimburse the City, upon written demand, for all of the City's expenses incurred replacing or restoring any such equipment or materials, including the cost of any work necessary to make such replacement or repairs; or 2) replace any such defective material or equipment and repair said work completely, all without any cost to the City. Guarantor further guarantees that any such repair work will conform to the plans and specifications for the project. This guarantee will remain in effect for five years from the date on which the contracted for work is accepted for use by the City.

Guarantor understands and agrees that the City shall have the unqualified option to make any replacements or repairs itself or to have such replacement, repair, performed by the undersigned. The City shall have no obligation to consult with Guarantor before the City proceeds to perform any repair, replacement, or work itself. If the City elects to have Guarantor perform said repair, replacement, or work, Guarantor agrees that the repair, replacement, or work shall be performed within 15 days after receipt of a written demand from the City.

If the City elects to perform the replacement, repairs itself, Guarantor agrees to make reimbursement payment within 15 days after receipt of a written demand for payment from the City.

If the Guarantor fails or refuses to comply with this guarantee, the City shall be entitled to all costs and expenses, including attorneys and expert fees, reasonably incurred by reason of Guarantor's failure or refusal.

Guarantor Date:

Contractor: By:

Title:

Project No. 1306

STATEMENT OF NON COLLUSION BY CONTRACTOR
The undersigned who submits herewith to the City of Placentia a bid or proposal does hereby certify:
a. That all statements of fact in such bid or proposal are true; b. That such bid or proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; c. That such bid or proposal is genuine and not collusive or sham; d. That said bidder has not, directly or indirectly by agreement, communication or conference with anyone, attempted to induce action prejudicial to the interest of the City of Placentia or of any other bidder or anyone else interested in the proposed procurement; e. Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham bid or proposal, or that anyone should refrain from bidding or withdraw his bid or proposal;
f. Did not in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the bid or proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his bid or proposal price, or that of anyone else; Did not, directly or indirectly, submit his bid or proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member agent thereof, or to any individual or group of individuals, except to the City of Placentia, or to any person or persons who have a partnership or their financial interest with said bidder in his business. h. Did not provide, directly or indirectly to any officer or employee of the City of Placentia any gratuity, entertainment, meals, or anything of value, whatsoever, which could be objectively construed as intending to invoke any form of reciprocation or favorable treatment. i. That no officer or principal of the undersigned firm is related to any officer or employee of the city by blood or marriage within the third degree or is employed, either full or part time, by the City of Placentia either currently or within the last two (2) years. j. That no officer or principal of the undersigned firm nor any subcontractor to be engaged by the principal has been convicted by a court of competent jurisdiction of any charge of fraud, bribery, collusion, conspiracy or any other act in violation of any state or federal antitrust law in connection with the bidding upon award of, or performance of, any public work contract, with any public entity, within the last three years.
g.

I certify, under penalty of perjury under the laws of the State of California, that the foregoing is true and correct and that this certification was executed:

On at California.

Firm
Street
Cita State Zip
(Signature)
(Print Name & Title)

Project No. 1306

EXHIBIT A

SCOPE OF SERVICES
A. General Description
The City Of Placentia is seeking proposals from qualified contractors for professional tree planting services. The objective is to plant various trees in parkways located at 160 different locations in the City's parkways and tree wells. The work shall consist of furnishing all labor, materials, tools, and equipment needed to install the trees and including watering for the first (3) three months.

All work shall be in accordance with related sections from SSPWC and SPPWC, including the below amendments:

B. Specifications
A. Maintenance shall begin at the final inspection and acceptance of installation by the City and extend for a period of three (3) months. Maintenance shall include keeping the installation clean and free of weeds, trash, and debris. All trees shall have a total of (4) four tree straps and (2) two wood stakes per tree.

B. The tree contractor will be responsible for watering the trees for the first (3) three months after the final inspection and acceptance by the City. This will be a total of (3) three times a week.

C. All trees shall be guaranteed for a period of twelve (12) months beginning on the date of acceptance of the installation by the City.

D. Replacements: All trees dying within the guarantee period shall be replaced as many times as necessary, and approved by the Public Works Superintendent, with a new warranty commencing on the date of replacement, and at no cost to the City.

E. Inspection by City and Contractor shall be made at the end of the 90 -day maintenance period and the guarantee periods. The contractor shall set up a time with a City representative for these inspections and shall make corrections to the installation resulting from these inspections promptly and at no expense to the City.

The work shall include providing labor, material, and equipment to provide maintenance and plant establishment for the newly planted 24 -inch box trees, complete, to comply with above requirements.

The work to be performed or executed under these specifications consists of furnishing all materials, equipment, tools, labor, and incidentals as required by the contract documents for the subject project:

Project No. 1306

EXHIBIT B

SCHEDULE OF PERFORMANCE
The undersigned declares that they have carefully examined the specifications, have read the accompanying instructions to bidders, and hereby propose to provide the gloves, in accordance with City needs and/or fund availability and the specifications provided herein.

Indicate the unit price for each line item. The total quotation is to be a firm offer for no less than ninety (90) days and will be regarded by the City as the bidder's best and final offer.

BID
ITEM

ITEM DESCRIPTION QUANTITY UNIT PRICE
Crepe Myrtle 24" box tree with

1. all planting hardware, and 72 $ 418.00
one-year warranty
Australian Willow 24" box tree

2. with all planting hardware, and 47 $ 418.00
one-year warranty
Brisbane Box 24" box tree

3. with all planting hardware, and 41 $ 418.00
one-year warranty
3 hand watering's per week for
3 months
Grand Total
$ 14,738.00
$_81,618.00

Project No. 1306

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain the insurance listed below. Any requirement for insurance to be maintained after completion of the work shall survive this agreement.

CITY reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this agreement.

A. Workers Compensation & Employers Liability Insurance • Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California.
• Employers Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy.
• The policy shall include a written waiver of the insurer's right to subrogate against CITY.
• Required Evidence Of Coverage:

1. Subrogation waiver endorsement; and

2. Properly completed Certificate of Insurance.

B. General Liability Insurance
• Commercial General Liability Insurance no less broad than Insurance Services Office (ISO) form CG 00 01.
• Coverage shall be on a standard occurrence form. Claims -Made forms are not acceptable without prior written consent. Modified, limited or restricted Occurrence forms are not acceptable without prior written consent.
• Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The

Project No. 1306
General Aggregate shall apply separately to each project. The required limits may be provided by a combination of General Liability Insurance and Commercial Excess or Umbrella Liability Insurance. If contractor maintains higher limits than the specified minimum limits, CITY requires and shall be entitled to coverage for the higher limits maintained by contractor.
• Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it must be approved in advance by CITY. Contractor is responsible for any deductible or self-insured retention and shall fund it upon CITY'S written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving CITY. • Coverage shall be continued for one (1) year after completion of the work. • CITY shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the contractor. CITY shall continue to be an additional insured for completed operations for (1) year after completion of the work.
• The policy definition of "insured contract" shall include assumptions of liability arising out of both ongoing operations and the products -completed operations hazard ("f" definition of insured contract in ISO form CG 00 01, or equivalent).
• The insurance provided to the additional insureds shall be primary to, and non-contributory with, any insurance or self-insurance program maintained by them.
• The policy shall cover inter -insured suits and include a "Separation of Insureds" or "severability" clause which treats each insured separately. • The policy shall be endorsed to include a written waiver of the insurer's right to subrogate against all persons or entities that are, or are required to be, additional insureds.
• The policy shall not contain a Contractors' Warranty or other similar language which eliminates or restricts insurance because of a

Project No. 1306
subcontractor's failure to carry specific insurance or to supply evidence of such insurance.
• Required Evidence of Coverage:

1. Copy of the additional insured endorsement or policy language granting additional insured status;

2. Copy of the endorsement or policy language indicating that coverage applicable to the additional insureds is primary and non-contributory;

3. Properly completed Certificate of Insurance; and

4. Completed and signed Agent/Broker Questionnaire with supporting documentation as required.

C. Automobile Liability Insurance
• Minimum Limit: $1,000,000 combined single limit per accident. • Coverage shall apply to all owned, hired and non -owned vehicles. • CITY shall qualify as an insured.
• Required Evidence of Coverage:

1. Copy of the endorsement or policy language indicating that CITY is an insured; and

2. Properly completed Certificate of Insurance.

D. Contractors Pollution Liability Insurance
• Minimum Limits: $1,000,000 per Pollution Incident; $1,000,000 Aggregate; • Coverage shall apply to pollution incidents at or from any location at which Contractor is performing work under this agreement.
• Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $25,000 it shall be approved in advance by CITY. Contractor is responsible for any deductible or self-insured retention and shall fund it upon CITY written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving CITY.

Project No. 1306
• CITY shall be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Contractor.

Additional insured status shall continue for one (1) year after completion of the work.
• The insurance provided to the additional insureds shall apply on a primary and non-contributory basis with respect to any insurance or self-insurance program maintained by them.
• If the insurance is on a Claims -Made basis, the retroactive date shall be no later than the commencement of work.
• The insurance shall be continued for one (1) year after completion of the work. If the insurance is on a Claims -Made basis, the continuation coverage may be provided by: (a) renewal of the existing policy; (b) an extended reporting period endorsement; or (c) replacement insurance with a retroactive date no later than the commencement of the work. • Required Evidence of Coverage:

1. Copy of the additional insured endorsement or policy language granting additional insured status;

2. Copy of the endorsement or policy language indicating that coverage for the additional insureds is primary and non- contributory;

3. Properly completed Certificate of Insurance.

E. Surety Bonds
• Bid bond.
• Performance and payment bonds for the entire contract price. • The surety must be authorized to issue these bonds in the State of California.

F. Standards for Insurance Companies
• Insurers, other than the California State Compensation Insurance Fund, shall have an A.M. Best's rating of at least A:VII.

Project No. 1306
G. Documentation
• The Certificate of Insurance shall include the following reference: [1306] • The name and address for Additional Insured endorsements and Certificates of Insurance is: City of Placentia
• Contractor shall provide immediate written notice if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self-insured retention is increased.
• Current Evidence of Coverage shall be provided for the entire required period of insurance.
• Upon written request, certified copies of required insurance policies shall be provided within thirty (30) days.

Project No. 1306

EXHIBIT D

CERTIFICATES OF INSURANCE AND ENDORSEMENTS

Project No. 1306

EXHIBIT E

CLAIMS PROCEDURE
SUMMARY OF PUBLIC CONTRACT CODE § 9204
The following procedure will apply to any claims by the Contractor on the City:

A "claim" is a separate demand on the City by a contractor on a public works project and sent by registered mail or certified mail with return receipt requested, for one or more of the following:
• A time extension, including relief from penalties for delay • Payment by the City of money damages under the terms of the contract • Payment of an amount that is disputed by the City
Initial Review
The claim must be supported by appropriate documentation. The City has 45 days within which to review the claim and provide the contractor with a written statement identifying the disputed and undisputed portions of the claim. If the City does not issue a written statement, the claim is deemed rejected in its entirety. The City will pay any undisputed portion of the claim within 60 days of issuing the statement.

Meet & Confer
If the contractor disputes the City's written response, or if the City does not issue one, the contractor may request in writing an informal conference to meet and confer for possible settlement of the claim. The City will schedule the meet and confer conference within 30 days of this request and provide a written statement identifying the remaining disputed and undisputed portions of the claim within 10 business days of the meet and confer. The City will pay the undisputed portion within 60 days of issuing this statement.

Mediation
With respect to any disputed portion remaining after the meet and confer, the City and contractor will submit the matter to nonbinding mediation, agree to a mediator within 10 business days after issuing the written statement, and share mediation costs equally. If mediation is unsuccessful, then the terms of the public works agreement and applicable law will govern resolution of the dispute.

Miscellaneous Provisions
Amounts not paid by the City in a timely manner bear interest at 7% per annum. Subcontractors, may submit claims via this procedure through the general contractor. The City and contractor may waive the requirement to mediate, but cannot otherwise waive these claim procedures.

ACC"

CERTIFICATE OF LIABILITY INSURANCE

DATE (MMIDD/YYYY)
4/26/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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).

CONIA
PRODUCER NAME: 1.1 Bertha Guerrero
Valiant Insurance Agency, Inc. [arc Na, �xtr (714)243-4070 FAX lA1C, Not: (626)522-6211
E:tinAIL [email protected]

ADDRESS
Lic. #0M04649
1913 E. 17th Street, Suite 210
Santa Ana

INSURED
Nieves Landscape, Inc
1629 E. Edinger Avenue
Santa Ana

COVERAGES
CA 92705-3922
CA 92705

INSURER(S) AFFORDING COVERAGE
INSURERA:XL Insurance America, Inc
INSURER B: Greenwich Insurance Company
INSURERC:COmpWe$t Ins. Co.

INSURER D :

INSURER E :

INSURER F :

CERTIFICATE NUMBER:23/24 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 CONTRACTOR 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
LIR TYPE Wyn Poi ICY NUMBFR IMM/DD!YYY) IMM/DD/YYYY) LIMITS

X COMMERCIAL GENERAL LIABILITY
A
B
B

CLAIMS -MADE
X
OCCUR
GEN'LAGGREGATE LIMIT APPLIES PER:

POLICY n JEa LOC
OTHER:

AUTOMOBILE LIABILITY

X ANY AUTO

ALL OWNED
AUTOS

X HIRED AUTOS

X UMBRELLA LIAB

EXCESS LIAB
X

SCHEDULED
AUTOS

NON -OWNED
AUTOS
X
OCCUR

CLAIMS -MADE
DED 1 1 RETENTION $

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
C (Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/N
N/A
NGL100297103 2/22/2023 2/22/2024
NBA100447602 2/22/2023 2/22/2024
NEC600605203
CWWCP10003773602
2/22/2023 2/22/2024
4/8/2023 4/8/2024
EACH OCCURRENCE $

DAMAGE TO RENTED
PREM)SES IEa occur, ancel
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG
Employee Benefits
LIMIT
(Ea acc)denl)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per aeddantl
Medical payments

EACH OCCURRENCE

AGGREGATE
X PER I Pr-
E.L.

R OT H-
I
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
NAIL #
24554
22322
12177
1,000,000
100,000
5,000
1,000,000
2,000,000
2,000,000
1,000,000
1,000,000
5,000
4,000,000
4,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 0 more space is required) The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional 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 per attached CG2010 1219, CG2037 1219, Primary and non-contributory applies per CG2001 1219. GL WOS applies per the attached XIL436 1208. WC waiver of Subrogation applies per the attached WC990313 C. Auto Additional insured applies per the attached XIC421 1013 including WOS

CERTIFICATE HOLDER CANCELLATION
City of Placentia
401 E. Chapman Ave.

Placentia, CA 92870

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
(Kevin Markel/KEVIN
CO 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401)

POLICY NUMBER: NGL100297103

COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
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
Blanket as required by written contract Blanket as required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II — 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)
designated above.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

CG 20 10 12 19
B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

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

1. All work, including materials, parts or
equipment 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
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.
© Insurance Services Office, Inc., 2018 Page 1 of 2

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.
© Insurance Services Office, Inc., 2018 CG 20 10 12 19

POLICY NUMBER; NGL100297103 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s)
Blanket as required by written contract
Location And Description Of Completed Operations
Blanket as required by written contract
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II — 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" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and included
in the "products -completed operations hazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

CG 20 37 12 19
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section 111 — Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is Tess.

This endorsement shall not increase the
applicable limits of insurance.
© Insurance Services Office, Inc., 2018 Page 1 of 1

ENDORSEMENT #
This endorsement, effective 12:01 a.m. , forms a part of Policy No.NGL100297103 issued to
by
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY XL Plus Endorsement
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read this endorsement carefully to determine rights, duties, and what is and is not covered.

A. Reasonable Force — Bodily Injury or Property Damage
B. Damage To Premises Rented To You Extension
• Perils of fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage • Limit increased to $300,000
C. Aircraft Chartered with Crew
D. Non -Owned Watercraft
E. Personal and Advertising Injury — Assumed by Insured Contract F. Increased Supplementary Payments
• Cost for bail bonds increased to $5,000
• Loss of earnings increased to $1,000 per day
G. Broadened Named Insured
H. Blanket Additional Insured — Managers or Lessors of Premises I. Blanket Additional Insured — Lessor of Leased Equipment J. Injury to Co -Employees and Co -Volunteer Workers
K. Knowledge and Notice of Occurrence or Offense
L. Unintentional Omission
M. Liberalization
N. Blanket Waiver of Subrogation
O. Incidental Medical Malpractice Injury
P. Extension of Coverage — Bodily Injury
Q. Coverage Territory
Form XIL 436 1208
© 2008, XL America, Inc. Page 1 of 8
Includes copyrighted material of Insurance Services Office, Inc., with its permission.

A. REASONABLE FORCE — BODILY INJURY OR PROPERTY DAMAGE
Exclusion a. Expected Or Intended Injury of Part 2., Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section 1— Coverages is deleted in its entirety and replaced by the following:
[This insurance does not apply to:)
Expected or Intended Injury or Damage
"Bodily injury" or "property damage" expected or intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property.

B. DAMAGE TO PREMISES RENTED TO YOU EXTENSION

1. The last paragraph of 2. Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section I - Coverages is deleted in its entirety and replaced by the following:

Exclusions c. through n. do not apply to damages to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage. A separate limit of insurance applies to this coverage as described in Section III- Limits of Insurance.

2. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by:
a. Rupture, bursting, or operation of pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; or
c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines.

3. Paragraph 6. of Section III- Limits of Insurance is deleted in its entirety and replaced by the following:

6.a. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, explosion, lightning, smoke, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage.

The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from fire, explosion, lightning, smoke, aircraft or vehicle or riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage or any combination of any of these. b. The Damage to Premises Rented to You Limit will be the higher of:
(1) $300,000; or
(2) The amount shown on the Declarations for Damage to Premises Rented to You Limit.

Form XIL 436 1208 © 2008, XL America, Inc.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

4. Paragraph 9.a. of the definition of "insured contract" under Section V- Definitions, is deleted in its entirety and replaced by the following:
["Insured contract" means:]
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage to premises while rented to you, or temporarily occupied by you with the permission of the owner is not an "insured contract".

5. This Article B. does not apply if coverage for Damage to Premises Rented to You of Coverage A. Bodily Injury And Property Damage Liability of Section I — Coverages is excluded by endorsement.

C. AIRCRAFT CHARTERED WITH CREW

1. The following is added to the exceptions contained in Exclusion g., Aircraft, Auto or Watercraft in Part 2., Exclusions of Coverage A. Bodily Injury And Property Damage of Section I — Coverages:
[This exclusion does not apply to:)
Aircraft chartered with crew to any insured.

2. This Article C. does not apply if the chartered aircraft is owned by any insured.

3. The insurance provided by this Article C. shall be excess over any valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy.

D. NON -OWNED WATERCRAFT

1. The exception contained in Subparagraph (2) of Exclusion g. Aircraft. Auto or Watercraft in Part 2., Exclusions of Coverage A. Bodily Injury And Property Damage Liability of Section I — Coverages is deleted in its entirety and replaced by the following:
(2) A watercraft you do not own that is:
(a) 50 feet long or less; and
(b) Not being used to carry persons or property for a charge;

2. This Article D. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of the watercraft.

3. This insurance provided by this Article D. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy.

E. PERSONAL AND ADVERTISING INJURY — ASSUMED BY INSURED CONTRACT

1. Exclusion e. Contractual Liability in Part 2., Exclusions of Coverage B. Personal And Advertising Injury Liability of Section I — Coverages is deleted in its entirety and replaced by the following:

Form XIL 436 1208 © 2008, XL America, Inc.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

[This insurance does not apply to:)
e. Contractual Liability
"Personal and Advertising Injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages:

1. That the insured would have in the absence of the contract or agreement; or

2. Assumed in a written contract or agreement that is an "insured contract"; provided the "personal and advertising injury" is caused by an offense which occurs subsequent to the execution of the contract or agreement.

2. Subparagraph f. of the definition of "insured contract" Section V.- Definitions is deleted in its entirety and replaced by the following:
f. That part of any other contract or agreement pertaining to your business, including an indemnification of a municipality in connection for work performed for a municipality, under which you assume the tort liability of anther party to pay for "bodily injury", "property damage" or "personal and advertising injury" to a third party or organization.

Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

2. This Article E. does not apply if Coverage B. Personal And Advertising Injury Liability is excluded by endorsement.

F. INCREASED SUPPLEMENTARY PAYMENTS
Subparagraphs 1. b. and d. of Supplementary Payments — Coverages A And B of Section I - Coverages are amended as follows:

1. In Subparagraph b., the amount we will pay for the cost of bail bonds is increased up to $5,000.

2. In Subparagraph d., the amount we will pay for a loss of earnings is increased up to $1,000 a day.

G. BROADENED NAMED INSURED

1. The Named Insured in Item 1. of the Declarations is as follows:

The person or organizations named in Item 1. of the Declarations and any organization, other than a partnership or joint venture, over which you maintain ownership or majority interest on the effective date of the policy. However, coverage for any such organization will cease as of the date that you no longer maintain ownership of, or majority interest in, such organization.

2. This Article G. does not apply to any person or organization for which coverage is excluded by endorsement.

Form XIL 436 1208 © 2008, XL America, Inc.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

H. BLANKET ADDITIONAL INSURED — MANAGERS OR LESSORS OF PREMISES

1. Section II -Who Is An Insured is amended to include as an insured any person or organization with whom you have agreed in a written contract executed prior to loss (an "additional insured"), but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you, subject to the following provisions:
a. Limits of Insurance. The Limits of Insurance afforded to the "additional insured" shall be the limits you agreed to provide, or the limits shown on the Declarations, whichever is less.
b. The insurance afforded to the "additional insured" does not apply to:
(1) Any 'occurrence" that takes place after you cease to be a tenant in that premises; (2) Any premises for which coverage is excluded by endorsement; or (3) Structural alterations, new construction or demolition operations performed by or on behalf of such "additional insured".

2. The insurance afforded to the "additional insured" is excess over any valid and collectible insurance available to such "additional insured", unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis.

I. BLANKET ADDITIONAL INSURED — LESSOR OF LEASED EQUIPMENT

1. Section II -Who Is An Insured is amended to include an "additional insured" (as defined in Article H. above), but only with respect to their liability arising out of maintenance, operation or use by you of equipment leased to you by such "additional insured", subject to the following provisions:
a. Limits of Insurance. The Limits of Insurance afforded to the "additional insured" shall be the limits which you agreed to provide, or the limits shown on the Declarations, whichever is less.
b. The insurance afforded to the "additional insured" does not apply to:
(1) Any "occurrence" that takes place after the equipment lease expires; or (2) "Bodily injury" or "property damage" arising out of the sole negligence of such additional insured.

2. The insurance provided to the "additional insured" is excess over any valid and collectible insurance available to such "additional insured", unless you have a written contract for this insurance to apply on a primary or contributory basis.

J. INJURY TO CO -EMPLOYEES AND CO -VOLUNTEER WORKERS

1. Section II- Who Is An Insured is amended to include your "employees" as insureds with respect to "bodily injury" to a co -"employee" in the course of the co -"employee's" employment by you, or to your "volunteer workers" while performing duties related to the conduct of your business, provided that this coverage for your "employees" does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business.

Form XIL 436 1208 © 2008, XL America, Inc.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

2. Section II — Who Is An Insured is amended to include your "volunteer workers" as insureds with respect to "bodily injury" to a co -"volunteer worker" while performing duties related to the conduct of your business, or to your "employees" employment by you, provided that this coverage for your "volunteer workers" does not apply while performing duties unrelated to the conduct of your business.

K. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE
The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit of the Section IV - Commercial General Liability Conditions:

Notice of an "occurrence" or of an offense which may result in a claim under this insurance shall be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" (such as insurance, loss control, risk manager or administrator) designated by you to give such notice.

Knowledge of any other "employee(s)" of an "occurrence" or of an offense does not imply that you also have such knowledge.

Notice shall be deemed prompt if given in good faith as soon as practicable to your workers compensation insurer. This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Paragraph 1. of Section II — Who Is An Insured or an "employee" (such as an insurance, loss control, or risk manager or administrator) designated by you to give such notice discovers that the "occurrence", offense or claim may involve this policy.

L. UNINTENTIONAL OMISSION
The following is added to Paragraph 6., Representations, of Section IV- Commercial General Liability Conditions:

The unintentional omission of, or unintentional error in, any information provided by you shall not prejudice your rights under this insurance. However, this Article L. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accordance with applicable state insurance laws or regulations.

M. LIBERALIZATION
The following is added to Section IV -Commercial General Liability Conditions:

Liberalization
After the issuance of this policy, if we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without a premium charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state.

Form XIL 436 1208 © 2008, XL America, Inc.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

N. BLANKET WAIVER OF SUBROGATION
The following is added to Section IV -Commercial General Liability Conditions:

Waiver of Subrogation
We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract, executed by you prior to loss.

O. INCIDENTAL MEDICAL MALPRACTICE INJURY

1. For insurance applicable to this Article 0, the definition of "bodily injury" in Section V - Definitions is amended to include, "Incidental Medical Malpractice Injury".

2. The following definition is added to Section V- Definitions:
"Incidental medical malpractice injury" means "bodily injury", mental anguish, sickness or disease sustained by a person, including death resulting from any of these at any time, arising out of the rendering of, or failure to render, the following services:
a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; b. The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances;
c. First aid; or
d. "Good Samaritan Services". As used in this Article 0., "Good Samaritan Services" are those medical services rendered or provided in an emergency and for which no remuneration is demanded or received.

3. Paragraph 2.a.(1)(d) of Section II -Who Is An Insured does not apply to any registered nurse, licensed practical nurse, emergency medical technician or paramedic employed by you, but only while performing the services described in Paragraph 2. above and while acting within the scope of their employment by you. Any "employees" rendering "Good Samaritan Services" will be deemed to be acting within the scope of their employment by you.

4. The following exclusion is added to Paragraph 2. Exclusions of Coverage A. — Bodily Injury And Property Damage Liability of Section I — Coverages:
[This insurance does not apply to:)
Willful Violation of Penal Statute
Liability arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals by or with the knowledge or consent of the insured.

5. For the purposes of determining the applicable Limits of Insurance, any act or omission, together with all related acts or omissions in the furnishing of services described in Paragraph 2.a. through 2.d. above to any one person, will be considered one "occurrence".

6. This Article O. does not apply if you are in the business or occupation of providing any of the services described in Paragraph 2. above.

Form XIL 436 1208 © 2008, XL America, Inc.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

7. The insurance provided by this Article O. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy.

P. EXTENSION OF COVERAGE — BODILY INJURY
The definition of "bodily injury" Section V- Definitions is deleted in its entirety and replaced by the following:

3. "Bodily injury" means bodily injury, mental anguish, mental injury, shock, fright, disability, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time.

Q. COVERAGE TERRITORY
The definition of "coverage territory" Section V- Definitions is deleted in its entirety and replaced by the following:

4. "Coverage territory" means anywhere in the world.

This insurance does not apply to:
a. "bodily injury" or "property damage" that takes place; or b. "personal and advertising injury" caused by an offense committed outside the United States of America (including its possessions and territories), Canada and Puerto Rico, unless a "suit" on the merits (to determine the insured's responsibility to pay damages to which this insurance applies) is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico.

This insurance does not apply to damage, loss, cost or expenses in connection with any "suit" brought outside the United States of America (including its possessions and territories), Canada or Puerto Rico.

Form XIL 436 1208 © 2008, XL America, Inc.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

POLICY NUMBER: NGL100297103

COMMERCIAL GENERAL LIABILITY
CG 20 01 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY -

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to the Other Insurance
Condition and supersedes any provision to the
contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek
contribution from any other insurance available to
an additional insured under your policy provided
that:
(1) The additional insured is a Named Insured
under such other insurance; and
CG 20 01 12 19
(2) You have agreed in writing in a contract or
agreement that this insurance would be
primary and would not seek contribution
from any other insurance available to the
additional insured.
© Insurance Services Office, Inc., 2018 Page 1 of 1

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990313C
(Ed. 7-09)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT — CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be $ 500 Schedule
Any person or organization that you perform work for that is liable for an injury, covered by this policy, that prior to the injury has written contract requiring a waiver of our right to recover from them.

Person or Organization Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04/08/2023
Insured Nieves Landscape, Inc.

Insurance Company COMPWEST INSURANCE COMPANY
WC990313C
(Ed. 7-09)
Policy No.CWWCP10003773602 Endorsement No. 0001
Countersigned by

POLICY NUMBER: NBA100447602
XIC 421 1013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

XL PLUS BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

COVERAGE DESCRIPTION
A. Temporary Substitute Auto Physical Damage
B. Who Is An Insured

1. Broad Form Insured

2. Employees As Insureds

3. Additional Insured By Contract, Agreement or Permit

4. Employee Hired Autos
C. Supplementary Payments
D. Amended Fellow Employee Exclusion
E. Physical Damage Coverage

1. Rental Reimbursement

2. Extra Expense — Broadened Coverage

3. Personal Effects Coverage

4. Lease Gap

5. Glass Repair — Waiver Of Deductible
F. Physical Damage Coverage Extensions

1. Additional Transportation Expense

2. Hired Auto Physical Damage
G. Business Auto Conditions

1. Notice Of Occurrence

2. Waiver Of Subrogation

3. Unintentional Failure To Disclose Hazards

4. Primary Insurance
H. Bodily Injury Redefined
I. Extended Cancellation Condition
XIC 421 1013
© 2013 X.L. America, Inc. All Rights Reserved.

May not be copied without permission.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

A. Temporary Substitute Auto Physical Damage
SECTION I — COVERED AUTOS, C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos is changed by adding the following:

If Physical Damage coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physical Damage coverage:

1. Any "auto" you do not own while used with the permission of its owner as a temporary substitute 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.

B. Who Is An Insured
SECTION II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is changed by adding the following:

1. Broad Form Insured
For any covered "auto", any subsidiary, affiliate or organization, other than a partnership or joint venture, as may now exist or hereafter be constituted over which you assume active management or maintain ownership or majority interest, provided that you notify us within ninety (90) days from the date that any such subsidiary or affiliate is acquired or formed and that there is no similar insurance available to that organization. However, coverage does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization.

2. Employees As Insureds
Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow, in your business or your personal affairs.

3. Additional Insured By Contract, Agreement Or Permit
Any person or organization with whom you have agreed in writing in a contract, agreement or permit, to provide insurance such as is provided under this policy, provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the written contract, agreement or permit.

4. Employee Hired Autos
XIC 421 1013
An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business.
© 2013 X.L. America, Inc. All Rights Reserved.

May not be copied without permission.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. is replaced with the following:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:
(1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business.

However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".

C. Supplementary Payments
SECTION II — COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a.

Supplementary Payments is changed as follows:

Item (2) is deleted and replaced by the following:
(2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds.

Item (4) is deleted and replaced by the following:
(4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.

D. Amended Fellow Employee Exclusion
SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee does not apply.

The insurance provided under this Provision D. is excess over any other collectible insurance.

E. Physical Damage Coverage
SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage is changed by adding the following:

1. Rental Reimbursement
XIC 421 1013
a. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage.
b. We will pay only for those expenses incurred during the policy period beginning twenty-four (24) hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days:
© 2013 X.L. America, Inc. All Rights Reserved.

May not be copied without permission.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.