1.I.1 AGREEMENT WITH ALL CITY MANAGEMENT SERVICES, INC. — Placentia City Council, May 21, 2024

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH
ALL CITY MANAGEMENT SERVICES, INC.

THIS AGREEMENT is made and entered into this 21St day of May 2024_ ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and ALL CITY MANAGEMENT SERVICES, INC., a California corporation ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide Crossing Guard Services within the City of Placentia, 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 Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.

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

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

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

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State, and local laws and ordinances applicable to the services required under this Agreement. Consultant warrants that it is not suspended or debarred from doing business with the United States government and can legally be paid from federal funds. 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. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have 2 [All City Management Services]
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access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization 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. Comaensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed $100,116 for Fiscal Year 2024/2025, $105,494 for Fiscal Year 2025/2026 and $112,169 for Fiscal Year 2026/2027 ), unless authorized herein.

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

Should the City request in writing additional services that increase the hereinabove described "Scope of Services", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 10% of the total contract sum. The City Administrator is authorized to approve a Change Order for such additional services. Where the original contract is $40,000.00 or less, City Council approval shall be required prior to any increase bringing the total compensation to more than $40,000.00.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

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

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A". The Project Schedule 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 [All City Management Services]
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3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.

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 June 30, 2027, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. This Agreement may also be extended for two additional one-year terms based on the City's sole discretion.

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

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

The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
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4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the 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. 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 "B" attached hereto and incorporated herein by this reference.

Neither the City nor any of its officers, officials, 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. 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.

5.3. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages, as well as providing the City with the required endorsements, 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 hereto as Exhibit "C" and incorporated herein by this reference.

5.4. 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 5 (All City Management Services]
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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. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.

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

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

All City Management Services, Inc.
10440 Pioneer Blvd, Suite 5
Santa Fe Springs, CA 90670
Tel: 310-202-8284
Fax: 310-202-8325
Attn: David Mecusker
City of Placentia
401 E. Chapman Ave.

Placentia, CA 92870
Tel: 714-993-8164
Fax: 714-524-3459
Attn: Brad Butts

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.
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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 protect, defend, indemnify, and hold free and harmless the City, its officers, officials, agents, employees, and volunteers, at Consultant's sole expense, from and against any and all claims, liabilities, demands, actions, expenses, damages, suits, or other legal proceedings brought against the City, its officers, officials, agents, employees, and volunteers arising out of or in any way connected with the performance of the Consultant, its employees, and/or authorized subcontractors' work undertaken pursuant to this Agreement including all acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of the Consultant, its employees and/or subcontractors. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct 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, recklessness, or willful 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 officers, officials, agents, employees, and volunteers based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable, and whether or not there is any evidence of fault or wrongdoing by the Consultant, its employees and/or its subcontractors. 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 7 [All City Management Services]
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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, preliminary notes, working documents, files, and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.

Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes, or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information, and data, including, but not limited to, computer tapes, discs, or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.). Exceptions to public disclosure may be those documents or information that qualify as 8 [All City Management Sec
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trade secrets, as that term is defined in the California Government Code Section 7924.510, 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. Consultant's duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

Consultant's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

Consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project, if any, have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement.

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, the conflict shall be resolved by giving precedence in the following order, if applicable:

This Agreement, the City's Request for Proposals, the Consultant's Proposal.

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 9 [Aid City Manageiy,
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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.

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
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Damien Arrula, City Administrator
ATTEST:

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

Signature
Name and Title
Taxpayer ID Number
APPROVED AS TO FORM:

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

Krystle Murillo, Risk Manager
APPROVED AS TO CONTENT:

James McElheney, Project Manager
DEPARTMENTAL APPROVAL:

Brad Butts, Chief of Police
11 Date:

Date:

Date:
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EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
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EXHIBIT B

INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance
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 Consultant from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance, including any extension thereof, of this Agreement.

Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement, including any extension thereof, all of the following minimum scope of insurance coverages:

1. Commercial General Liability Insurance
Broad -form commercial general liability, with coverage at least as broad as the most current version of ISO Commercial General Liability coverage form CG 00 01, in a form at least as broad as ISO form CG 00 01 04 13, and shall include insurance for premises and operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and personal and advertising injury with a policy limit of not less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) general aggregate. The aggregate limit, encompassing the above coverage, shall apply separately to this project/location.

If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.

2. Business Automobile Liability Insurance
Business automobile liability for all owned, hired, leased, and non -owned vehicles at least as broad as the most current version of ISO Business Auto Coverage Form CA 00 01, with a policy limit of not less than Two Million Dollars ($2,000,000.00) combined single limit per accident. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.

3. Workers' Compensation and Employer's Liability Insurance Workers' compensation insurance as required by the State of California and Employer's Liability Insurance with a minimum limit of One Million Dollars 13 [All City Manage
Rev. 01/2024

($1,000,000.00) per accident for any employee or employees of Consultant.

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, officials, 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.

By signing this Agreement, the Consultant acknowledges and agrees to the following:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

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 Project Manager before execution of this Agreement by the City. The City, its officers, officials, agents, employees, and volunteers shall not be responsible for any claims in law or equity occasioned by failure of the Consultant to comply with this Section.

4. Standards for Insurance Companies
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commission to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide.

B. Documentation and Other Provisions

1. The commercial general liability insurance policy and business automobile liability policy shall be endorsed to contain the following: The City of Placentia, its 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; and automobiles owned, leased, hired, or borrowed by the Consultant. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance at least as broad as one of the following ISO ongoing operations forms:

CG 20 10 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations forms: CG 20 37, 2039 (not allowed from subcontractors), or CG 20 40.
14 [All City Management Service.

Rev. 01/2024

2. Said policies shall not terminate, nor shall they be cancelled or coverage reduced, without at least thirty (30) days' written notice to the City. 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 cancelled policy or reduction in the required coverage limits, the City may procure such insurance at Consultant's sole cost and expense.

3. The Consultant's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 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.

4. Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.

Defense fees and costs shall not deplete the limits of any insurance provided under this Agreement.

5. 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.

6. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure the City is an additional insured on insurance required from subcontractors.

7. Consultant agrees to waive, and to obtain endorsements from insurers waiving, subrogation rights 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 insurance policies.

8. Coverage shall be on a standard occurrence form. Claims -made forms are not acceptable. Modified, limited, or restricted occurrence forms are not acceptable. 15 [All City Management Services]
Rev. 01/2024

EXHIBIT C

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
16 [All City Management Sc,:

Rev. 01/2024

AGREEMENT FOR CROSSING GUARD SERVICES
This AGREEMENT FOR CROSSING GUARD SERVICES (the "Agreement") is dated April 24, 2024 and is between the City of Placentia (hereinafter called the "City"), and ALL CITY MANAGEMENT SERVICES, INC., a California corporation (hereinafter called the "Contractor").

WITNESSETH
The parties hereto have mutually covenanted and agreed as follows:

1. This Agreement is for a period which commences on or around July 1, 2024 and ends on June 30, 2027 and for such term thereafter as the parties may agree upon by written amendment to this contract. Service shall begin on a best availability basis until such a time as Contractor has hired, trained and deployed Crossing Guards to all sites requested by the City. Contractor shall assume liability for only those sites agreed to by both Contractor and the City by written amendment stating effective date of assignment.

2. The Contractor will provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a "Crossing Guard".

Contractor will perform criminal background checks and confirm employment eligibility through E - Verify on all prospective personnel. The Contractor is an independent contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not those of the City.

3. The City's representative in dealing with the Contractor shall be designated by the City of Placentia.

4. The City shall determine the locations where Crossing Guards shall be furnished by the Contractor.

The Contractor shall provide at each designated location personnel properly trained as herein specified for the performance of duties as a Crossing Guard. The Contractor shall provide supervisory personnel to see that Crossing Guard activities are taking place at the required places and times, and in accordance with the terms of this Agreement.

5. The Contractor shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement.

6. In the performance of its duties the Contractor and all employees of the Contractor shall conduct themselves in accordance with the conditions of this Agreement and all applicable laws of the state in which the Services are to be performed.

7. Persons provided by the Contractor as Crossing Guards shall be trained in all applicable laws of the state in which the Services are to be performed pertaining to general pedestrian safety in school crossing areas.
1 8. Crossing Guard Services (the "Services") shall be provided by the Contractor at the designated locations on all days in which school is in session in the area under City's jurisdiction. The Contractor also agrees to maintain communication with the designated schools to maintain proper scheduling.

9. The Contractor shall provide all Crossing Guards with apparel by which they are readily visible and easily recognized as Crossing Guards. Such apparel shall be uniform for all persons performing the duties of Crossing Guards and shall be worn at all times while performing said duties. This apparel must be appropriate for weather conditions. The Contractor shall also provide all Crossing Guards with hand-held Stop signs and any other safety equipment which may be necessary.

10. The Contractor shall at all times provide workers' compensation insurance covering its employees and shall provide and maintain liability insurance for Crossing Guard activities. The Contractor will provide to the City a Certificate of Insurance naming the City and its officials, officers and employees as additional insureds. Such insurance shall include commercial general liability with a combined single limit of not less than $1,000,000.00 per occurrence and in aggregate for property damage and bodily injury. Such insurance shall be primary with respect to any insurance maintained by the City and shall not call on the City's insurance contributions. Such insurance shall be endorsed for contractual liability and personal injury and shall include the City, its officers, agents and interest of the City. Such insurance shall not be canceled, reduced in coverage or limits or non -renewed except after thirty (30) days written notice has been given to the City.

11. Contractor agrees to defend, indemnify and hold harmless the City, its officers, employees, agents and representatives, from and against any and all actions, claims for damages to persons or property, penalties, obligations or liabilities (each a "Claim" and collectively, the "Claims") that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of the sole negligent acts or omissions, or willful misconduct, of Contractor, its agents, employees, subcontractors, representatives or invitees. a) Contractor will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses including attorney's fees incurred in connection herewith.
b) 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 out of or in connection with the sole negligence of Contractor hereunder, Contractor agrees to pay 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, reasonable attorney's fees.
c) In the event that a court determines that liability for any Claim was caused or contributed to by the negligent act or omission or the willful misconduct of City, liability will be apportioned between Contractor and City based upon the parties' respective degrees of culpability, as determined by the court, and Contractor's duty to indemnify City will be limited accordingly.

12. Either party shall have the right to terminate this Agreement by giving sixty (60) days written notice to the other party.
2 13. The Contractor shall not have the right to assign this Agreement to any other person or entity except with the prior written consent of the City.

14. The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty Dollars and Ninety Cents ($30.90) per hour, per Crossing Guard during the term. Based on a minimum of five (5) sites and upon a projected (3,240) hours of service the cost shall not exceed One Hundred Thousand, One Hundred Sixteen Dollars ($100,116.00) for the 2024/2025 school year, unless Contractor fails to perform service.

The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty-two Dollars and Fifty-six ($32.56) per hour, per Crossing Guard during the term. Based on a minimum of five (5) sites and upon a projected (3,240) hours of service the cost shall not exceed One Hundred Five Thousand, Four Hundred Ninety-four Dollars ($105,494.00) for the 2025/2026 school year, unless Contractor fails to perform service.

The City agrees to pay the Contractor for the Services rendered pursuant to this Agreement the sum of Thirty-four Dollars and Sixty-two ($34.62) per hour, per Crossing Guard during the term. Based on a minimum of five (5) sites and upon a projected (3,240) hours of service the cost shall not exceed One Hundred Twelve Thousand, One Hundred Sixty-nine Dollars ($112,169.00) for the 2026/2027 school year, unless Contractor fails to perform service.

15. Payment is due within thirty (30) days of receipt of Contractor's properly prepared invoice.

16. Contractor may request a price increase during the term as a result of any legally -mandated increases in wages or benefits imposed in the state or municipality in which the Services are to be performed and to which Contractor's employees would be subject. Contractor shall provide City with 60 days - notice of its request to increase pricing. City agrees to review and respond to said notice within 30 days of receipt.

17. The City shall have an option to renew this Agreement. In the event this Agreement is extended beyond the end of the term set forth above, the compensation and terms for the Services shall be established by mutual consent of both parties.
18 This Agreement constitutes the complete and exclusive statement of the agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral statements among the parties, including any prior statements, warranties, or representations. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, and assigns. Each party hereto agrees that this Agreement will be governed by the law of the state in which the Services are to be performed, without regard to its conflicts of law provisions. Any amendments, modifications, or alterations to this Agreement must be in writing and signed by all parties. There will be no presumption against any party on the ground that such party was responsible for preparing this Agreement or any part of it. Each provision of this Agreement is severable from the other provisions. If any provision of this Agreement is declared invalid or contrary to existing law, the inoperability of that provision will have no effect on the remaining provisions of the Agreement which will continue in full force and effect. [SIGNATURES FOLLOW ON NEXT PAGE]
3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written below.

CITY CONTRACTOR
City of Placentia All City Management Services, Inc.

By By
Signature D. Farwell, Corporate Secretary
Print Name and Title
Date Date
APPROVED AS TO FORM:

By
Signature
Print Name and Title
Date
APPROVED AS TO FORM:

By
Signature
Print Name and Title
Date
4 All City Management Services Inc.

Client Worksheet 2024 - 2025
Department: 1005101
Billing Rate for 2024 - 2025: $ 30.90
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Sites with traditional calendar:

City of Placentia
401 East Chapman Ave
Placentia, CA 92870
5 I 17E1 I $30.90 1 =-
1 1 Sites at 5.00 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate 13 1 17101 1 $30.90 1 =
4 Sites at 3.25 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate

AVERAGE DAILY HOURS

TOTAL NUMBER OF SITES

TOTAL PROJECTED HOURS

3.60 5.00
3,240.00
1 1
$27,810.00
$72,306.001
TOTAL ANNUAL PROJECTED COST $100,116.00

All City Management Services Inc.

Client Worksheet 2025 - 2026
Department: 1005101
Billing Rate for 2025 - 2026: $ 32.56
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Sites with traditional calendar:

City of Placentia
401 East Chapman Ave
Placentia, CA 92870
5 (180 $32.56 _ $29,304.001
1 Sites at 5.00 hrs per clay Total Hrs/day X days/yr X I lourly Billing Rate 13 1 1180 1 1 532.56 1 = 1 $76,190.40
4 Sites at 3.25 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate

AVERAGE DAILY HOURS

TOTAL NUMBER OF SITES

TOTAL PROJECTED HOURS

3.60 5.00
3,240.00
TOTAL ANNUAL PROJECTED COST $105,494.40

All City Management Services Inc.

Client Worksheet 2026 - 2027
Department: 1005101
Billing Rate for 2026 - 2027: $ 34.62
City of Placentia
401 East Chapman Ave
Placentia, CA 92870
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Sites with traditional calendar:
1 Sites at 5.00 hrs per day
5 1
Total Hrs/day
180 1 $34.62 1 _
X days/yr X Hourly Billing Rate
1 13 1 FTC'1 $34.62 1 =
4 Sites at 3.25 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate

AVERAGE DAILY HOURS

TOTAL NUMBER OF SITES

TOTAL PROJECTED HOURS

3.60 5.00
3,240.00
1 1
531,158.001
$81,010.80
TOTAL ANNUAL PROJECTED COST $112,168.80

All City Management Services Inc.

Client Worksheet 2024 - 2025
Department: 1005101
Billing Rate for 2024 - 2025: $ 30.90
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Sites with traditional calendar:

City of Placentia
401 East Chapman Ave
Placentia, CA 92870
5 I 180 I $30.90 1 =
1 Sites at 5.00 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate 1 13 1 FT8TI 1 $30.90 1 =
4 Sites at 3.25 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate

AVERAGE DAILY HOURS

TOTAL NUMBER OF SITES

TOTAL PROJECTED HOURS

3.60 5.00
3,240.00
$27,810.00
$72,306.00
TOTAL ANNUAL PROJECTED COST $100,116.00

All City Management Services Inc.

Client Worksheet 2025 - 2026
Department: 1005101
Billing Rate for 2025 - 2026: $ 32.56
City of Placentia
401 East Chapman Ave
Placentia, CA 92870
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Sites with traditional calendar:
1 Sites at 5.00 hrs per day
1 5 1
Total IIrs/day
1 1801 1 $32.56 1 =
X days/yr X Hourly Billing Rate
1 13 1 1-1101 1 $32.56 1 =
4 Sites at 3.25 hrs per day Total IIrs/day X days/yr X Hourly Billing Rate

AVERAGE DAILY HOURS

TOTAL NUMBER OF SITES

TOTAL PROJECTED HOURS

3.60 5.00
3,240.00
$29,304.001
$76,190.40
TOTAL ANNUAL PROJECTED COST $105,494.40

All City Management Services Inc.

Client Worksheet 2026 - 2027
Department: 1005101
Billing Rate for 2026 - 2027: $ 34.62
KEY:

Traditional Calendar:

For sites with no regularly scheduled early release days, use 180 regular days Sites with traditional calendar:

City of Placentia
401 East Chapman Ave
Placentia, CA 92870
5 I 1-1-E11 $34.62 1 =
1 Sites at 5.00 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate 13 I 1-1T0-11 $34.62 1 =
4 Sites at 3.25 hrs per day Total Hrs/day X days/yr X Hourly Billing Rate

AVERAGE DAILY HOURS

TOTAL NUMBER OF SITES

TOTAL PROJECTED HOURS

3.60 5.00
3,240.00
1 1
$31,158.00
$81,010.80
TOTAL ANNUAL PROJECTED COST $112,168.80

EXHIBIT B

Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement, including any extension thereof, all of the following minimum scope of insurance coverages:

If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.

($1,000,000.00) per accident for any employee or ernployees of Consultant.

By signing this Agreement, the Consultant acknowledges and agrees to the following:

B. Documentation and Other Provisions

4. Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.

Defense fees and costs shall not deplete the limits of any insurance provided under this Agreement.

5. The Consultant's insurance shall apply separately to each insured against whom claim is rnade or suit is brought, except with respect to the limits of the insurer's liability.

8. Coverage shall be on a standard occurrence form. Claims -made forms are not acceptable. Modified, limited, or restricted occurrence forms are not acceptable. 15 [[All City Mana0ement. er\lices]
Rev. 01/2024

EXHIBIT C

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
16 [All City Management Seniices)
Rev. 01/2024

ACRD

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DDIYYYY)
5/6/2024
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:

PHONE
(ALC, No. Extl:

E-MAIL
ADDRESS: [email protected]

INSURER(S) AFFORDING COVERAGE
INSURER A : Lexington Insurance Company
INSURER a : AXIS Surplus Insurance Company
INSURER c : Westchester Surplus Lines Insurance Co
INSURER D : National Casualty Company
INSURER E :

INSURER F :

PRODUCER
Marsh & McLennan Agency LLC
Marsh & McLennan Ins. Agency LLC
1 Polaris Way #300
Aliso Viejo CA 92656

INSURED
All City Management Services, Inc.
10440 Pioneer Blvd., Suite 5
Santa Fe Springs, CA 90670
License#: OH18131

ALLCITYMAN
FAX
(A/C, No):

NAIC A
19437
26620
10172
11991
COVERAGES CERTIFICATE NUMBER: 1118239005 REVISION NUMBER:

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

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

INSR TYPE OF INSURANCE ADDL SUBR. POLICY EFF POLICY EXPD(YI LIMITS

LTR INSD WVD POLICY NUMBER (MM/DYYYI (MM/DD/YYYY)

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
500,000 MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

A X COMMERCIAL GENERAL LIABILITY
X

CLAIMS -MADE
X
OCCUR
Y Y 052114698
8/1/2023 8/1/2024
GEN'L AGGREGATE LIMIT APPLIES PER:

PRO-
JECT
POLICY
X
OTHER:

AUTOMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY

I -TIRED

AUTOS ONLY
LOC

SCFIEDULED
AUTOS

NON -OWNED

AUTOS ONLY

D UMBRELLA LIAB X

X - EXCESS LIAB
DED RETENT ON $

D WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPRO P RI ETOR/PARTNER/EXECUTI V E
OFFICER/MEMBEREXCLUDED?
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
C Excess Layer
N N

OCCUR N

CLAIMS -MADE
YIN
N
N/A
N P00100118039401
Y WCC334410A
G72535522003
8/1/2023
1/1/2024 1/1/2025
$ 1,000,000
$ 100,000
$ 1,000,000
t 2,000,000
PRODUCTS - COMP/OP AGG $ 2,000,000
COMBINED SINGLE LIMIT $
(Ea accident)
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) $

PROPERTY DAMAGE
(Per accident)
8/1/2024 1 EACH OCCURRENCE
8/1/2023 8/1/2024

AGGREGATE

X STATUTE EERH
E.L. EACH ACCIDENT
E.L, DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT

AGGREGATE
$
$ 3,000,000
$ 3,000,000
$ 1,000,000
$ 1,000,000
$ 1,000,000
$6,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are included as additional insureds with respect to: liability arising out of activities preformed by or on behalf of the Consultant. Waiver of Subrogation applies to General Liability and Workers Compensation. Insurance is primary and noncontributory. 30 Day Notice of Cancellation in favor of the certificate holder. Umbrella follows form.

CERTIFICATE HOLDER
City of Placentia
401 E. Chapman Ave.

Placentia CA 92870-0000
ACORD 25 (2016/03)

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

The ACORD name and logo are registered marks of ACORD

I I V VVI \ L ✓ .

POLICY #: wcc334410A
POLICY PERIOD: 01(01/2024 TO

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
01/01/2025
WC 00 03 13
(Ed. 4r84)
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. (Thus agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule

ANY PERSON(S) OR ORGANIZATION(S) WITH WHOM YOU HAVE AGREED

TO SUCH WAIVER, IN A VALID WRITTEN CONTRACT OR WRITTEN
AGREEMENT THAT HAS BEEN EXECUTED PRIOR TO A LOSS.

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 Policy No. Endorsement No.

Insured Premium $
Countersigned By

WC000313
(Ed. 4-84)

INSURED: All City Management Services, Inc.

POLICY #: 052114698
POLICY PERIOD: 08/01/2023 TO 08/01/2024
PR9MARYINON CONTRIBUTORY ENDORSEMENT
This endorsement modifies insurance provided by the policy:

Notwithstanding any other provision of the policy to tie contrary, the insurance afforded by this policy for the benefit of the Addit;onal insured shall be primary insurance, but only with respect to any claim, loss or liability arising out of the Named insureds operations; and any insurance maintained by the Additional Insured shall be nonacontributirig,
Ail other terms and conditions of the policy remain the same.

LX9838 (08/05)
1 J
Aiithortzed Representative OR
Countersignature (In states where applicable)
All City Management Services, Inc.

INSURED: All City Management Services, Inc.

POLICY #: 052114698
POLICY PERIOD: 08/01/2023 TO: 08/01/2024
ENDORSEMENT k O1
lssu c 'ta: All City Management Services, Inc.
y; LEX I NCT(IN ISIJR. ; CE COMPANY

CANCELLATION AMENDMENT
Lr consi(Jrra?ticp, crf t 8 prerniarrri charged,. it is hereby agreed that the canccitatio i nw?..sion is arnergit3d 10 60 days in lin.0 or. iwt dsys, except Nor rion,payrnont of premium uilich remnins R ICI- days.

Ail other terms tsrdd conditions remttiruncheir:ta rf
Autharized RtprtAartt+ttive OR
'Cowl ta?rsilrtoiure;In siatas 'Ahem applicabiel

1.7I9 (CAM

INSURED: All City Management
POLICY #: 052114696
POLICY PERIOE/91/2o23

ENDORSEMENT
This endorsement, effective 12:01 AM
Forms a part of policy no.:

Issued to:

By: LEXINGTON INSURANCE COMPANY
TO 08/01/2024
ADDITIONAL INSURED m OWNERS, LESSEES OR CONTRACTORS -SCHEDULED

PERSON OR ORGANIZATION
(Based on CG2010 04/13)
This endorsement modifies insurance provided by the following:

COMMERCIAL GENERAL LIABILITY POLICY

SCHEDULE
Name of Additional Insured Person(s) Location of Covered Operations or Organization(s)
Blanket where required by contract.

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

B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:

Page 1 of 2 ends

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.

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 shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations All other terms and conditions of the policy remain the same. rLX43T5 (06114)
Authorized Representative
Includes Copyrighted Information of the Insurance Services Page 2 of 2-1 Offices, Inc., vwthits permission. All Rights Reserved.

INSURED: All City Management
052114698
POLICY #:

ENDORSEMENT
This endorsement, effective 12:01 AM
Forms a part of policy no.:

Issued to:

By: LEXINGTON INSURANCE COMPANY
POLICY PERIOYD1/2023
ADDITIONAL INSURED o OWNERS, LESSEES OR
CONTRACTORS= COMPLETED OPERATIONS
(Based on CG2037 04/13)
This endorsement modifies insurance provided by the following:

COMMERCIAL GENERAL LIABILITY POLICY

SCHEDULE
TO 08/01/2024
Name of Additional Insured Person(s) Location of Completed Operations or Organization(s)
Blanket where required by 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

B. 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:

Page 1 of 2 ends

1. Required by the contract or agreement; or

2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is Tess.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations All other terms and conditions of the policy remain the same.

INSURED: All City Management Services, Inc,
POLICY tr: 052114698
POLICY PERIOD: 08/01/2023
TO: 08/01/2024
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT
This endorsement modifies insurance provided under the follov. r:g:

COMMERCIAL GENERAL LIABILITY POLICY, COVERAGE APPLICABLE TO COVERAGE A. BODILY INJURY .AND PROPERTY DAMAGE (SECTION 1 = COVERAGES) ONLY A. Section II - Who Is An Insured is amended to
include any person or organization you are
'required to include as an additional insured ori
this policy by a witten contract or 'mitten
agreernent in effect during this policy period and
exec:.ted prier to t e "occurrence" of the "bodily
injury" or "property Carnage,"

8. The insurance provided to the above described A
additional insured under this endorserr.ert is
limited as follotrvs:

1. COVERAGE A BODILY INJURY AND PROP-
ERTY DAMAGE (Section I - Coverages) only.

2. The parson or organization is only an
additional insured with respect to liability
arising out of "your work" or "your product",
3, h the ovent that: the Limits of Insurance
provided by this poiicy oxceed the Limits of
Insurance required by the written contract or
avtitten agreement, the insurance provided by
this endorsement shall bo limitod to the Limits
of Insurance requiraad by the w.-itton contract
or :twitter: agreement. This endorsement shat:
not increase the Lirnits of Insurance sr,oem
thea Declarations pertaining to the C4vgrCge
provided herein.

4. The insurance provided to such an additional
insured does not apply to "bodily injury" or
"property damage" arising out of an archi=
test's, engineer's, or surveyor's rendering of
or failure to render any professional services,
including, but not limited to;

1. The preparing, approving, or failing to
prepare or approve maps, shop
drav,ings, opinions, reports, surveys,
field orders, change ordors, or drawings
and specifications; and
ii. Supervisory, inspecton, archrtecturai, or
engineering activities.
5, Tnis insurance does not apply to "bodily
injury" or "property damage" atising out of
"you work" or "your product" included in,
the "product -completed operations hazard"
1:ns'ess you aro required to provide such
coverage by texitten contract or wittier
agreement and then only for the period of
time required by the written contract or
exitten agreement and in no event beyond
he expiration date of the policy.
6, Any coverage provided by this endorse-
ment to an additional insured shall be
excess over ae:y other valid and collectible
insurance available to the additional insured
whether primary, excess, contingent or an
any other basis.

C. In accordenee with ti -.e terms and conditions of
the policy aid as more fully explained in the
policy, as soon as practicable, each additional
insured must give us prompt notice of arty
"occurrence" rehich may result in a claim,
forward all legal papers to us, cooperate in the
defense of any actions, and otherwise comply
~with all of the policy's terms and conditions.

Failure to comply with this provision may, at our
option, result in the claim or "suit" being
denied.
,r
Authorized Representative OR
Countersignature (In states wheys applicable)
Includes copyrighted information of the Insurance Services Offices, Inc., wet:: its permission. All rights reserved.

LX9776 (t)61041

Placentia City CouncilMay 21, 2024

Placentia City Council
May 21, 2024