1.J.1 - PSA WITH DTA AND EXHIBITS — Placentia City Council, June 18, 2024

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH
David Taussig and Associates, Inc. dba DTA
THIS AGREEMENT is made and entered into this 18th day of June, 2024 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and David Taussig and Associates, Inc. dba DTA ("Consultant").

WITNESSETH:

A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide professional services to facilitate an update of both Citywide Development Impact Fees, Transit Oriented Development Impact Fees and to create a successor Public Safety Community Facilities District (CFD) for 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 the Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.

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

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work

will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State, and local laws and ordinances applicable to the services required under this Agreement. Consultant 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 2 DTA
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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 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. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A". Consultant's total compensation shall not exceed one hundred thousand twenty-six two hundred thirty dollars ($126,230) + seven hundred seventy dollars ($770) contingency fora total amount of one hundred twenty seven thousand dollars ($127,000), 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
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3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A".

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

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 18 months, ending on December 18, 2025, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

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 4 DTA
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indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the 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.
5M. INSURANCE

5.1. Insurance. The Consultant 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 5 DTA
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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 parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

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

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

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

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

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

DTA City of Placentia
18201 Von Karman Ave. #220 401 E. Chapman Ave.
6 DTA
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Irvine CA 92612
[email protected]
Tel: (800) 969-4382 x208
Fax
Attn: Andrea Roess
Placentia, CA 92870
Tel: (714) 993-8234
Fax: (714)961-0283
Attn: Joseph Lambert

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 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 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.

City or any of its agents from any claim arising out of, pertaining to, or incident to the U.S.

Constitution's Fifth Amendment Takings Clause.

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, 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 8 DTA
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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 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 9 DTA
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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 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 10 DTA
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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
Mayor
ATTEST:

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

Signature
Name and Title
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
11 Date:

Date:

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

Risk Manager
APPROVED AS TO CONTENT:

Joseph Lambert, Project Manager
DEPARTMENTAL APPROVAL:

Date:

Joseph Lambert, Director of Development Services
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EXHIBIT A

CONSULTANT'S PROPOSAL AND SCOPE OF WORK
13 Rev. 01/2024

PROPOSAL

DEVELOPMENT IMPACT FEE UPDATE

AND CREATION OF SUCCESSOR

PUBLIC SAFETY COMMUNITY

FACILITIES DISTRICT
April 29, 2024
Response to RFP
•

CITY OF PLACENTIA
SUBMITTED BY:

Andrea Roess
Managing Director
18201 Von Karman Avenue, Suite 220
Irvine, CA 92612
800-969-4DTA
[email protected]

dta
www.FinanceDTA.com
I
I
18201 Von Karman Avenue, Suite 220
Irvine, CA 92612

CITY OF PLACENTIA

DEVELOPMENT IMPACT FEE UPDATE AND CREATION OF

PUBLIC SAFETY COMMUNITY FACILITIES DISTRICT
PROPOSAL SUBMISSION DEADLINE:

APRIL 29, 2024, AT 5:00 P.M.

Prepared for:

City of Placentia
401 East Chapman Avenue
Placentia, CA 92870
Attention: Joseph Lambert, Development Services Director Project Contact:

Andrea Roess
Managing Director, DTA
18201 Von Karman Avenue, Suite 220
Irvine, CA 92612
Phone: (800) 969-4DTA x208

dta
www.FinanceDTA.com
I
18201 Von }Carman Avenue, Suite 220
Irvine, CA 92612
April 29, 2024
Mr. Joseph Lambert
Development Services Director
City of Placentia
401 East Chapman Avenue
Placentia, CA 92870
RE: Request for Proposals ("RFP") for Development Impact Fee Update and Creation of Public Safety Community Facilities District
Dear Mr. Lambert:

DTA, formerly David Taussig £t Associates, is pleased to submit this proposal to the City of Placentia (the "City"). It is our understanding that the City is seeking a qualified consultant to conduct a Development Impact Fee ("DIF") update and create a successor Public Safety Community Facilities District ("CFD"). The Assembly Bill ("AB") 1600 DIF Nexus Study ("Fee Study") would recommend the appropriate fee justification methodology and fee levels to support specific types of City -selected capital facilities needed to serve new growth. The City is proposing to keep and significantly update all of the existing Citywide, Transit -Oriented Development ("TOD"), and Affordable Housing DIFs already in place, in addition to adding components/programs to the Citywide DIFs, including a Public Facilities DIF and Information Technology DIF. The City wishes to adopt a new Public Safety Services CFD to help fund its annual public safety operating costs.

Notably, DTA was recently hired by the City in January 2023 to form the Old Town Placentia CFD (CFD 2024-1), an annexable CFD comprising the Old Town area at Chapman Avenue and Alta Street. The area is made up of a diverse mix of commercial land uses, surrounded by residential neighborhoods to the west, east, and north and properties will be annexed into the CFD as new development and rehab projects occur. DTA is currently preparing the upcoming annual levy for the CFD.

As described in greater detail in the attached proposal, DTA is a public finance consulting firm with offices in Irvine, San Jose, San Francisco, and Riverside, California, as well as Dallas and Houston, Texas, Raleigh, North Carolina, and Tampa, Florida. Since its establishment in 1985, DTA has completed consulting assignments for more than 3,000 clients in 22 states. During this period, the firm has been involved in the formation of more than 2,000 public finance districts, with total bond authorizations exceeding $75 billion. Our financing programs have utilized a variety of public financing mechanisms, such as Assessment Districts ("ADs"), CFDs, Certificates of Participation ("COPs"), Tax Allocation Bonds, Sewer and Water Revenue Bonds, Marks -Roos Bond Pools, Landscaping and Lighting Districts ("LLDs"), Integrated Financing Districts, and various types of fee programs. DTA is licensed and registered with the U.S. Securities and Exchange Commission ("SEC") and Municipal Securities Rulemaking Board ("MSRB") as a Municipal Advisor (No. 867-01160) and follows all the fiduciary requirements associated with this designation.

With respect to DIF Nexus Studies, each of DTA's AB 1600 studies includes a cost -benefit analysis and the determination of nexus between the facilities financed and specific financing mechanism, which in this case would be the DIF(s). DTA has prepared approximately 500 fee justification studies to date for a variety of public improvements, including transportation, water, sewer and flood control facilities, fire and police stations, parks, libraries, and other types of infrastructure. In recent years, our firm has prepared AB 1600 -compliant DIF justification studies for the Cities of Anaheim, Blythe, Brawley, Calexico, Campbell, Cathedral City, Cerritos, Chino Hills, Colton, Coronado, Costa Mesa, Daly City, Desert Hot Springs, Fontana, Fowler, Hesperia, King City, Los Banos, Mammoth Lakes, Palo Alto, Pasadena, Paso Robles, Perris, Redlands, San Francisco, San

dta
www.FinancefTA.com
18201 Von }Carman Avenue, Suite 220
Irvine, CA 92612
Jacinto, San Jose, San Luis Obispo, Temple City, Torrance, Tustin, Upland, Victorville, and Yucaipa, and the Counties of Fresno, San Bernardino, San Jose, San Luis Obispo, Santa Barbara, Shasta, and Yuba, among others. We also continue to keep abreast of impact fee legislation and legislative updates, including the recent U.S. Supreme Court decision in Sheetz vs. County of El Dorado.

In addition to the above, most recently, DTA has been rehired by the County of San Bernardino and hired by the Cities of Coronado, Daly City, Fontana, Ione, La Verne, Morro Bay, National City, Redlands, Redwood City, Rialto, San Jose, Upland, and Yucaipa to prepare comprehensive fee updates in compliance with AB 602. DTA has closely followed the evolution of AB 602 and is prepared to implement recently amended Government Code Sections 65940.1 and 66019 and the added Section 66016.5, as necessary. As the City will be adopting its new DIF ordinance after July 1, 2022, we have included a discussion of AB 602 and our experience in other states with similar impact fee requirements in the enclosed proposal.

Given our extensive experience in special district formation and administration, we believe our firm is well qualified to provide consulting services for this project. DTA's high level of experience in providing financial and administrative services related to assessments and taxes has put us in a unique position within the municipal finance industry. Having provided these services for our first special district in 1985, our assessment/special tax formulas have generated revenues to support hundreds of bond issues over the past 39 years, all of which have withstood the test of time. During this period, we have developed a number of assessment/special tax methodologies that have become the standards of our industry. Additional information on DTA is available on our website (www. FinanceDTA. com) .

DTA has assembled a project team for the City with the breadth of experience required to provide consulting services in a professional and timely manner. This project would be primarily handled out of DTA's Irvine office. Andrea Roess, Managing Director, would be the Principal -in -Charge and have the City's primary account responsibility. She will be assisted by Nehal Thumar, a Vice President at DTA, and Steve Runk, P.E., Vice President of Engineering Services at DTA, in addition to other support staff. Brief resumes for each of our team members are included in Section III of this proposal. All personnel will be available full-time (100%) for the duration of the project.

This proposal shall remain valid for 180 days from the due date of the proposals. No addenda have been issued by the City in response to this solicitation.

If you have any questions regarding DTA, our team members, or the enclosed proposal, please contact Andrea Roess during the proposal evaluation period at (800) 969-4DTA x208 or by e-mail at AndreacaFinanceDTA.com. Thank you for the opportunity to work with you on this engagement.

Best Regards,
David Taussig
Chairman/Managing Director
Phone: (800) 969-4DTA
David(aFinanceDTA.com

TABLE

OF CONTENTS

SECTION PAGE

I QUALIFICATIONS, RELATED EXPERIENCE, AND
REFERENCES 1
A DIF -Specific Experience 1
B Special District Experience 3
C Administration Experience 4
D Analytical Capabilities 6
E References 7
F Required Statements 9
II FIRM OVERVIEW 10
A Firm Profile 10
B Relevant Experience 13

III PROPOSED STAFFING AND PROJECT
ORGANIZATION 16
A DTA Team Biographies 17
IV WORK PLAN/TECHNICAL APPROACH 21
A Project Management Process 21
B Fee Study 22
C Formation of a Public Safety CFD 30

APPENDICES

APPENDIX A REQUESTED CONTRACT EXCEPTIONS

dta
www.FinanceDTA.com

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES

QUALIFICATIONS, RELATED EXPERIENCE, AND REFERENCES
DTA, formerly David Taussig £t Associates, is pleased to submit this proposal to the City of Placentia (the "City"). It is our understanding that the City is seeking a qualified consultant to conduct a DIF update and create a successor Public Safety CFD. The AB 1600 -compliant Fee Study would recommend the appropriate fee justification methodology and fee levels to support specific types of City -selected capital facilities needed to serve new growth. The City is proposing to keep and significantly update all of the existing Citywide, TOD, and Affordable Housing DIFs already in place, in addition to adding components/programs to the Citywide DIFs, including a Public Facilities DIF and Information Technology DIF. The City wishes to adopt a new Public Safety Services CFD to help fund its annual public safety operating costs.

A DIF -Specific Experience
DTA has been performing public facilities fee consulting services since DIFs were enacted under AB 1600 by the California Legislature and codified under California Government Code 566000 et seq., also referred to as the Mitigation Fee Act. We have prepared approximately 500 fee justification studies to date for a variety of public improvements, including transportation, water, sewer and flood control facilities, fire and police stations, parks, libraries, school facilities, and other types of infrastructure. DTA has extensive experience preparing DIF studies that have complied with Section 66000 et seq. of the Government Code and withstood legal scrutiny to the extent that none of our prior studies have been subject to any litigation.

Regarding the land valuation calculations that apply to Park Impact Fees and/or Quimby in -lieu fee calculations, DTA staff accesses multiple data resources and employs a variety of analytical strategies to ensure that the final recommended land valuation is one that properly smooths out the data to address the dramatic high and low figures that can be common in the Orange County real estate market. We subscribe to the CoStar real estate database that provides us with current and historical sales prices and lease rates for all local real estate transactions.

DTA recently created an internal task force comprised of 10 DTA staff members dedicated to working through and understanding the recent legislation known as AB 602 to ensure that our fee studies comply with all applicable legal requirements. We shall also have other support staff available to assist the City, as needed.

City of Placentia Apri1 29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District /

dta
www.FinanceDTA.com

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES
Currently, DTA is working on approximately 18 DIFs across the State, all of which are of similar scope to the City's DIF but are at different stages of completion. In addition, DTA is also engaged in other projects that include fiscal/economic impact analyses, CFD/AD feasibility, formations, and bond issuance, special district administration, and other consulting engagements. These projects are also generally of similar size (in terms of hours and timeline) to the proposed engagement. All DTA projects are staffed and coordinated across various teams in our 50+ employee organization. For this engagement, our team would have adequate bandwidth and redundancy to meet the City's desired schedule.

In recent years, our firm has prepared AB 1600 -compliant DIF justification studies for the municipalities listed below, among others. Most recently, DTA has been hired by the County of San Bernardino and Cities of Coronado, Daly City, Fontana, Ione, La Verne, Morro Bay, National City, Redlands, Redwood City, Rialto, San Jose, Upland, and Yucaipa to prepare comprehensive fee updates in compliance with AB 602. Contact information for the clients listed below shall be provided upon request.
■ City of Anaheim;
■ City of Blythe;
■ City of Brawley;
■ City of Calexico;
■ City of Campbell;
■ City of Cathedral City;
■ City of Cerritos;
■ City of Chino;
■ City of Chino Hills;
■ City of Colton;
■ City of Costa Mesa;
■ City of Cypress;
■ City of Desert Hot Springs;
■ City of Escalon;
■ City of Firebaugh;
■ City of Fontana;
■ City of Fowler;
■ City of Glendale;
■ City of Hesperia;
■ City of Ione;
■ City of Kingsburg;
■ City of Lakeview;
■ City of Live Oak;
■ City of Los Banos;
■ City of Manteca;
■ City of Napa;
■ City of Palo Alto;
■ City of Pasadena;
■ City of Paso Robles;
■ City of Perris;
■ City of Red Bluff;
■ City of Redlands;
■ City of San Bernardino;
• City of San Francisco;
• City of San Jacinto;
• City of San Jose;
• City of San Luis Obispo;
• City of Santa Ana;
• City of Soledad;
• City of South San Francisco;
• City of Torrance;
• City of Tustin;
• City of Upland;
• City of Victorville;
• County of Colusa;
• County of Fresno;
• County of Kings;
• County of Pasadena;
• County of Riverside;
• County of San Bernardino;
• County of San Francisco
• County of San Luis Obispo;
• County of Santa Barbara;
• County of Santa Clara Fire Department;
• County of Shasta;
• County of South Santa Clara Fire District;
• County of Yuba;
• Town of Loomis;
• Town of Mammoth Lakes;
• Beaumont Cherry Valley Recreation and Parks District; • Denair Community Services District;
• El Dorado Hills Fire Department;
• Jurupa Area Recreation and Park District;
• San Gorgonio Memorial Hospital;
• San Gorgonio Pass Water Agency; and
• South Yuba Transportation Improvement Authority.

City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

dta
www.FinanceDTA.com

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES
B Special District Experience
Typically, municipalities seek out the services of a Special Tax Consultant/Assessment Engineer to utilize the consultant's specialized qualifications to advise and provide technical assistance to ensure numerical and technical accuracy in the assessments being charged, develop a legally defensible and equitable distribution of public improvement and/or services costs, and otherwise assist with the structuring and implementation of each special district in a manner consistent with the municipality's stated goals and policy objectives. DTA has the necessary expertise to provide these consulting services by virtue of its professional staff's many years of experience specializing in the formation and administration of special districts. Notably, the firm has been involved in the enrollment and collection of special assessments for 39 years.

DTA's special district experience takes many forms, as illustrated in the discussion below. • Broad -Based Experience: DTA has considerable experience with virtually every CFD/AD scenario imaginable. We have participated in districts with single and multiple property owners, improvement areas or zones, single and multiple series of bonds, escrowed bonds, fixed and variable rate and capital appreciation bonds, and residential and non-residential land uses. DTA has developed apportionment methodologies for the financing of Master Plan capital improvements, local subdivision improvements, public services, and even the undergrounding of existing overhead utilities. We have participated in the formation of land -secured districts containing fewer than 20 dwelling units and those with more than 38,000 dwelling units. Our staff has participated in numerous refundings and restructurings as well. This experience gives us the ability to analyze our clients' needs and match those needs with the financing mechanism that will maximize the capacity of the financing program while minimizing burdens on homebuyers and other property owners. Furthermore, the variety of financing structures for which we have provided these services have given us a perspective and level of skill that is unmatched. DTA's financial consulting services and work products reflect the scrutiny and refinement that can only come through such extensive experience. This proficiency can be crucial in identifying and resolving issues and helping our clients avoid the pitfalls that we have seen cause problems for other municipalities.

DTA's assessment apportionment methodologies and special tax formulas have been utilized for the sale of hundreds of bond issues and provided the firm with considerable experience working with property owners, public agencies, underwriters, bond counsels, and financial advisors to provide benefit apportionment methods satisfactory to all parties.

In the process, DTA has also worked frequently with institutional bond purchasers, all of whom are familiar with the firm and its expertise in the field of assessment engineering and special tax consulting.
• Legal Knowledge: Our senior professional staff is not only intimately familiar with the Mello -Roos Community Facilities Act of 1982, Municipal Improvement Act of 1911, Municipal Improvement Act of 1913, Improvement Bond Act of 1915, Landscaping and Lighting Act of 1972, Benefit Assessment Act of 1982, and Prop 218, but also has extensive real-world experience with each of their respective applications. This means that our advice and consulting services are grounded in a true understanding of each law and not merely restatements of industry practices.

City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

dta
www.FinanceDTA.com

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES
DTA is committed to providing independent, objective, and unbiased work product. DTA staff regularly reviews legal opinions, regulations, and statutes that impact or modify the provisions of Prop 218 (and related case law). As such, DTA is committed to providing unbiased deliverables that reflect the most current developments in public finance and real property law.

As a result, DTA's work products are designed specifically to comply with the California Courts' latest findings. For example, several of the Maintenance Assessment Districts ("MADs") for which DTA is currently acting as Assessment Engineer on behalf of the City of Ventura will be utilized to fund park maintenance services and, as such, are being specifically structured to comply with the State Court of Appeals' decision in Beutz v. County of Riverside. We have also previously acted as an Assessment Engineer in the establishment of ADs to incorporate the Court's findings in Silicon Valley Taxpayers Association, Inc. v.

Santa Clara County Open Space Authority, Golden Hills Neighborhood Association v.

City of San Diego, and Concerned Citizens v. West Point Fire Protection District. We are also frequently asked to provide expert witness testimony to support litigation efforts and recently provided testimony on behalf of the City of San Diego in its lawsuit against the assessment engineering firm that poorly structured and administered the Golden Hills MAD.

Innovation: Having been involved with Mello -Roos consulting since its infancy, DTA has pioneered many of the industry's techniques and standards. DTA's special assessment and special tax formulas, some of which have been in use since 1985, are based on a variety of methodologies that have withstood the test of time. Our firm's objective has been to take a balanced approach and utilize innovative and state-of-the-art techniques that enable all parties to receive the maximum benefit from public financing. DTA is aware of and has contributed to the most innovative and creative concepts in special district financing. Today, DTA continues to seek innovative solutions and refine our work product to better serve and protect our clients.

Adaptability: Each member of DTA's professional staff has considerable experience in computer-based financial analyses and modeling. This experience gives DTA the ability to adapt and create new models to meet any of the municipality's changing needs.

High -Level Support: DTA's clients receive high levels of personal attention from senior staff, with a Principal, Senior Vice President, or Vice President always available to meet with public agency staff and other groups. Due to the loyalty of DTA's senior staff, many of whom have worked with us for 20 years or more, DTA is able to offer a level of management expertise that is unequalled throughout the field of assessment/special tax consulting.

C Administration Experience
DTA has been a State leader in the enrollment and collection of special taxes/assessments for 39 years. DTA has served as the Special Tax/Assessment Consultant for numerous cities, counties, water districts, and school districts. For your reference, we levied over 3,010,000 Assessor parcels in over 800 districts in fiscal year 2023-24. In addition, we prepared and/or disseminated over 300 Continuing Disclosure Reports in the last 12 months.

City of Placentia Apri1 29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District /4

dta
www.FinanceDTA.com

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES
Our staff is extremely knowledgeable with respect to the relevant law governing the enrollment of special taxes and has helped establish the industry's practices through our participation in various trade groups, such as CASTOFF. We are also intimately familiar with County Auditor -Controller, Assessor, Treasurer -Tax Collector, and Recorder practices, which is critical for the successful administration of special districts. The fact that DTA, unlike other firms, encourages its employees to work on both the formation and the administration of ADs has provided our staff with a much more comprehensive understanding of the details involved in implementing a successful CFD/AD. DTA's district administration experience takes many forms, including the following:
• Data Collection: DTA will establish procedures for capturing parcel data (e.g., approved tentative maps, recorded final maps, parcel changes, County Assessor's roll, and parcel payment status). District information will be maintained in a relational database with the Assessor Parcel Number ("APN") as the key field. Changes to the district database will be recorded independently, with actual updates made programmatically to increase accuracy, preserve history, and leave an audit trail. In other words, parcel deletions and additions and building permit information will be recorded in separate files and then programmatically linked to the district database to reflect changes. • Fund Accountability Analysis: DTA maintains its own fund account database that allows us to produce management -level account activity reports. This facilitates the indenture compliance review and reconciliation of disbursements, special tax and assessment receipts, and investment earnings. In our experience, trust account statements are virtually useless for management purposes. There is simply too much paper with a 5 to 10 -page statement produced for each account each month. DTA rekeys the statement data into a database and can run consolidated reports for any time period that show all accounts on a single page. Inconsistencies with the indenture will be communicated to the trustee.
• Calculation and Enrollment of Special Taxes and Assessments: Using the data compiled in the fund accountability analysis, DTA will prepare an evaluation of year-end sources and the uses of funds. Budgeted revenues and expenditures will be compared to actuals and year-end balances will be estimated. DTA will determine the coming year's special district expenditures, calculate the assessment installments, and enroll the assessment installments with the applicable county.
• Public Information: DTA will serve as the point of contact for taxpayers and other interested parties. Our professionals can be reached using a toll-free "800" number and will respond to telephone inquiries directly and/or in writing, as requested. • Delinquency Management: DTA will meet with City staff to review existing and/or establish delinquency management guidelines to ensure appropriate procedures are in place, in the event foreclosure action is required, and guarantee compliance with appropriate bond covenants. DTA will review property tax payment data and prepare a report that lists each delinquent parcel and the corresponding amount of delinquent special taxes. Delinquency data will be reviewed after each tax installment due date, at fiscal year-end, and prior to the initiation of foreclosure proceedings. Delinquency City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

dta
www.FinanceDTA.com

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES
Notices will be mailed to property owners and/or lenders in accordance with the established delinquency management procedures.

Disclosure: DTA will prepare and file the various Disclosure Reports required in connection with each series of bonds. Disclosure Reports will include the lien and principal balance notification to the Assessor required pursuant to Revenue and Taxation Code Section 163.

D Analytical Capabilities
In addition to the qualifications discussed above, DTA has the special qualification of having developed MuniAnalytics, the most advanced cloud -based software available for assessment/special tax administration. This software allows DTA to easily automate the management of district data, including parcels and property ownership, and calculation of special tax/assessment rates. MuniAnalytics is capable of managing large, complex districts, year after year, while maintaining historical data for audit and compliance purposes. MuniAnalytics leverages a rule-based approach, allowing DTA to model each district's special tax/assessment formula in order to consistently automate the assignment of property classifications and calculation of special tax/assessment rates for individual parcels. In addition to system validations, DTA can visually verify the results using detailed summarization screens to show the allocation of tax classifications and combined totals for each class. Extensive reporting and dashboards provide even further visualization of the resulting data that can be easily shared among the team.

With MuniAnalytics, DTA can enforce governance over each phase of a district's administration life cycle. This allows DTA staff to focus on quality and consistency while leveraging technology to ensure process and data compliance. These and other advantages are discussed below.

Web -Based: MuniAnalytics is web -based and accessible using a browser anytime and anywhere. Data is encrypted using 128 -bit encryption and only available to users with authorization. Authorized users have access to district data and can view district information at any point in a district's administration life cycle.

Data Governance: MuniAnalytics performs data consistency and validation checks for data entered into the system. This ensures the integrity and completeness of all district data.

Once a district is established in MuniAnalytics, the data is automatically versioned each fiscal year. This maintains a snapshot in time for past work completed and ensures the current fiscal year is always working with the latest version of the data. Versioning the data also eliminates the need for manual data processing, which is subject to human error and transposition.

Process Governance: MuniAnalytics enforces a consistent process for administering districts. This allows DTA staff to focus on quality and customer service. The system guides administrators through a process of calculations and validation steps while providing tools to inspect and verify the quality and consistency of the resulting calculations.

Partitioning, Data Isolation, and Integrity: MuniAnalytics is based on a cloud computing paradigm. Data are stored on highly redundant and encrypted disk arrays. The data for each district is partitioned and versioned. This allows MuniAnalytics to store historical data going City of Placentia Apri1 29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

1 Location
Client Contact
Title
Address
Phone Number
E-mail Address
Project Dates
Project Budget 1
Project Team
Project Description j
dta
www.FinanceDTA.com

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES
back decades that can be searched and recalled instantly using a simple web browser. This data is also available for reporting and trend analyses. • Security, Authorization, and Auditing: The district administration functions of MuniAnalytics are only accessible to authorized users. Every access attempt, whether successful or not, is audited. Once authorized, any changes to district data are also audited.

In addition to the versioning capabilities of the system, it is possible to determine who changed what and when.

E References
DTA has also provided public finance consulting services for over 325 school districts, water districts, and fire protection districts throughout California. Listed below are six (6) references for DTA's recent work involving public finance consulting services for municipalities in California. We encourage you to contact our references to leam firsthand how well DTA staff meets the needs of its clients.

E.1 City of Placentia
E.2 City of Redlands
Location
Client Contact
Title
Address
Phone Number
E-mail Address
Project Dates
Project Budget
Project Team
Project Description
Table 1: Reference Information
City of Placentia, CA
Jeannette Ortega
Deputy Director of Administrative Services
401 E. Chapman Ave., Placentia, CA 92870
(714) 993-8264
J Orte a aoPlacenti a. ora
January 2023 -Present
$35,000
Andrea Roess and Nehal Thumar
Formation of Old Town Placentia CFD (CFD No. 2024-1)
Table 2: Reference Information
City of Redlands, CA
Danielle Garcia
Management Service Director
35 Cajon Street, Redlands, CA 92373
(909) 335-4791
DG arciaCaCitvofRedlands. ora_
2001 -Present
$49,980 (DIF Update)
Andrea Roess, Steve Runk, and Nehal Thumar
CFD Formation, Annual CFD Administration, DIF Study (Adopted), and DIF Study Update (In Progress)
City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

dta
www.FinanceDTA.com
E.3 City of Anaheim
Location
Client Contact
Title
Address
Phone Number
E-mail Address
Project Dates
Project Budget
Project Team
Project Description

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES
Table 3: Reference Information
City of Anaheim, CA
Debbie Moreno
Finance Director
200 South Anaheim Blvd., Suite 276,
(714) 765-5195
DMoreno(aAnaheim.net
D'Anne Lee
Budget Supervisor
Anaheim, CA 92805
(714) 765-4574
DKLee(aAnaheim.net
1989 -Present
$53,000/Fiscal Year for District Administration
Andrea Roess, Steve Runk, and Nehal Thumar
Special Tax Consultant/Assessment Engineer for an Existing MAD and for the Disneyland Resort Area and Two (2) Existing CFDs, In Addition to the Update of the City's DIF Program
E.4 City of Oceanside
Table 4: Reference Information
Location
Client Contact
Title
Address
Phone Number
E-mail Address
Project Dates
Project Budget
Project Team
Project Description
City of Oceanside, CA
Jill Moya
Financial Services Director
300 North Coast Highway, Oceanside, CA 92054
(760) 435-3887
J Mova(aOceansideCA. ora
2000 -Present
$35,000/Fiscal Year
Andrea Roess, Nehal Thumar, and Diego De Leon
Special Tax Consultant for Formation for All Four of the City's Active CFDs E.5 County of Orange
Table 5: Reference Information
Location
Client Contact
Title
Address
Phone Number
E-mail Address
Project Dates
Project Budget
Project Team
Project Description
County of Orange, CA
Louis McClure
Administrative Manager — County Executive Office
10 Civic Center Plaza, 3rd Floor, Santa Ana, CA 92701
(714) 834-5999
Louis. McClure(aOCGov. com
1986 -Present
$44,250 [Formation of CFD No. 2023-1 (Rienda)]
Andrea Roess, Nehal Thumar, and Diego De Leon
Formation of All the County's Special Districts Since 1994; Administrator for 12 of the County's CFDs/IAs, One AD, and One Reassessment District ("RAD") City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

Location
Client Contact
Title
Address
Phone Number
E-mail Address,-
Project
ddress,Project Dates
Project Budget
Project Team
Project Description
dta
www.FinanceDTA.com
E.6 City of Cathedral City
Table 6: Reference Information
City of Cathedral City, CA

SECTION I

QUALIFICATIONS, RELATED

EXPERIENCE, AND REFERENCES
Kevin Biersack
Patrick Bumstead
Financial Services Director Financial Analyst II
68-700 Avenida Lalo Guerrero, Cathedral City, CA 92234
(760) 770-0378 (760) 202-2475
KBiersack(aCathedralCitv.aov PBumsteadCaCathedralCitv.ora 2005 -Present
$10,000 in CY 2023 (Formation of IAs)
Andrea Roess, Nehal Thumar, and Diego De Leon
CFD Formation, Annexations, and Annual CFD Administration F Required Statements
DTA has not been involved in any litigation during the last 7 years regarding DIF or CFD updates, nor in the firm's history. DTA and/or any individual who will perform the work for our firm is free of any conflict of interest. In addition, no contracts have been terminated, neither partially nor completely, by clients for convenience or default within the past 7 years, nor in the firm's history.

DTA currently has a staff of approximately 50 employees, all of whom are directly involved solely in public finance. Staff members come from backgrounds in a number of fields, including land development, public administration, civil engineering, investment banking, economic consulting, redevelopment, law, and land use planning. This diversity of experience and expertise allows DTA to meet a wide variety of challenges related to both the actual work product and client management. DTA's staff members all have considerable experience in computer-based financial analyses and modeling, which is a key component of the firm's consulting services. This fact ensures that the review and development of any computer model(s) will be in experienced hands. DTA's turnover rate is below the industry standard of 10%. In fact, over the last 3 years, our average staff turnover rate is 8%.

City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

www.FinanceDTA.com
dtct/

II FIRM OVERVIEW
A Firm Profile

SECTION II

FIRM OVERVIEW
DTA is a California public finance consulting firm with a national practice focusing on public-private partnerships and the establishment and implementation of infrastructure and public services financing programs for local municipalities in California and 21 other states.

Organized as a corporation, the firm has its corporate headquarters in Irvine, as well as branch offices in Riverside, San Jose, and San Francisco, California, Dallas and Houston, Texas, Raleigh, North Carolina, and Tampa, Florida. Additional information on DTA is available on our website ( www.FinanceDTA.com) .

DTA, a corporation, was incorporated in the State of California on May 15, 1986, and has been providing public finance consulting services for over 38 years. Company headquarters are located at 18201 Von Karman Avenue, Suite 220, Irvine, CA 92612. The corporation has two officers, specifically David Taussig, Chairman/Managing Director, and Cecily Burke, Secretary, both of whom are authorized to bind the firm. DTA does not hold controlling or financial interests in any other organization and is not owned or controlled by another person or organization. DTA's management personnel consists of four principals identified as David Taussig, Chairman/Managing Director, Kelly Wright, Chief Executive Officer, Andrea Roess, Managing Director, and Kuda Wekwete, Managing Director.

DTA currently has a staff of approximately 50 employees, all of whom are directly involved solely in public finance. Staff members come from backgrounds in a number of fields, including land development, public administration, civil engineering, investment banking, economic consulting, redevelopment, law, and land use planning. This diversity of experience and expertise allows DTA to meet a wide variety of challenges related to both the actual work product and client management. DTA's staff members all have considerable experience in computer-based financial analyses and modeling, which is a key component of the firm's consulting services. This fact ensures that the review and development of any computer model(s) will be in experienced hands. All DTA staff members are available by phone at (800) 969-4DTA and our hours of operation are Monday through Thursday from 6:00 am to 5:30 pm and Friday from 6:00 am to 4:30 pm.

DTA is a privately -owned company and not a subsidiary of a "parent company." In addition, DTA does not hold controlling interest in any other organization and has not been associated with any mergers, acquisitions, or sales of the firm within the last 10 years, nor in its lifetime.

DTA has never filed for bankruptcy in its 39 years in business. DTA does not have any organizational conflicts of interest that may affect the ability of the firm to perform the required duties. Notably, the firm is not debarred, suspended, or otherwise declared ineligible to contract with any Federal, state, or local public agency. DTA's Data Universal Number System ("DUNS") number is 197812571.

DTA has been performing public facilities fee consulting services for over 37 years, since 1987.

Impact fees, in particular, were enacted under AB 1600 by the California Legislature in 1987 and codified under California Government Code 866000 et seq., also called the Mitigation Fee Act (the "Act" or "AB 1600"). DTA has had extensive experience preparing fee and rate studies that City of Placentia April29, 2024
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have complied with the legal code and local policies and withstood legal scrutiny to the extent that none of our prior studies have been subject to any litigation.

In addition, DTA is a registered Municipal Advisor with the SEC/MSRB (MSRB ID #K0961).

According to the SEC, as of September 12, 2017 (due to a new regulatory requirement), representatives of Municipal Advisor firms must have earned the Series 50 license in order to engage in municipal advisory activities. DTA managers at the Vice President level and above are Series 50 licensed and therefore duly authorized by the SEC/MSRB to engage in municipal advisory activities. As a firm that focuses solely on public finance, our conflict "checks" and procedures capture the whole of our business activities. We will not have an affiliate, parent, or subsidiary company making decisions that implicate the integrity of the City or its DIF/CFD program. Relatedly, our firm has a strict policy on Political Contributions (as defined in MSRB Rule G-37) and, because of this, our marketing efforts in Orange County never conflict with our ability to provide unbiased, expert advice.

DTA is particularly known for its specialized expertise in the design and annual administration of ADs and CFDs, levies of a variety of rates and charges, and issuance of municipal bond issues.

In addition, the firm's public finance group provides fiscal and economic impact and DIF consulting services. We are also experienced in grant writing for Federal and state funding and tax credit programs.

DTA's level of experience with levying fixed charges and the formation and issuance of bonds for special financing districts is unequaled as our firm is the State of California's leading Special Tax Consultant, having prepared special tax formulas on behalf of public agencies for the establishment of over 1,500 special financing districts. We take a hands on, detail -oriented approach with an emphasis on accuracy, efficiency, and reliability. Automation is a key component of our services as it aids in the elimination of errors, documentation of procedures, and development of audit trails.

These capabilities are frequently combined with our infrastructure finance consulting services to develop public infrastructure and services financing strategies and plans.

Since its establishment in 1985, DTA has completed consulting assignments for more than 3,000 clients in 22 states. During this period, the firm has been involved in the formation of more than 2,000 public finance districts, with total authorized bonded indebtedness in excess of $75 billion.

Our financing programs have utilized a variety of public financing mechanisms, such as ADs, CFDs, Certificates of Participation, Tax Allocation Bonds, Sewer and Water Revenue Bonds, Marks -Roos Bond Pools, Landscaping and Lighting Districts ("LLDs"), Integrated Financing Districts, and various types of fee programs. DTA has served as the Special Tax Consultant and/or Assessment Engineer for numerous cities, counties, water districts, and school districts.

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DTA's consulting services include:
• Proposition ("Prop") 218 and Assembly Bill ("AB") 1600 compliance studies; • Assessment engineering and special tax consulting;
• Annual administration of ADs and CFDs;
• Public infrastructure and services financing plans and strategies; • Fiscal and economic impact analyses;
• Rate and fee studies;
• Federal and state grant and loan applications;
• Economic development and revitalization studies; and
• Public improvement construction management services.

On a national basis, DTA has planned and implemented Public Facilities Financing Plans ("PFFPs") that have ranged from the quantitative analysis of a single financing mechanism for an individual facility to the preparation of a comprehensive public financing plan covering multiple facilities and public services through a series of financing mechanisms. Our financial analyses provide public officials, landowners, and other interested parties with the level of information necessary to make fully informed decisions regarding land use, infrastructure, and public services financing issues. Furthermore, DTA staff has extensive experience working with various stakeholder groups, including public agencies, local residents and businesses, property owner associations, land developers, public finance professionals, local Chambers of Commerce, and other interested parties.

DTA's special tax and assessment formulas, some of which have been in use since 1985, are based on a variety of methodologies that have withstood the test of time and legal scrutiny. Our firm's objective has been to take a balanced approach and utilize innovative and state-of-the-art techniques that enable all parties to receive the maximum benefit from public financing. DTA is aware of and has contributed to the most innovative and creative concepts in land -secured public financing. Our knowledge and experience have enabled us to maximize the capacity of land -secured financing programs while minimizing burdens on homebuyers and other property owners.

DTA has provided public finance consulting services to virtually every major city and urban county in the State of California. Our city clients are too numerous to list individually but include the Cities of Anaheim, Fresno, Long Beach, Los Angeles, Oceanside, Sacramento, San Diego, San Francisco, and San Jose. Our county clients have included the Counties of Alameda, Butte, Contra Costa, Fresno, Imperial, Los Angeles, Madera, Marin, Orange, Placer, Riverside, Sacramento, San Bernardino, San Diego, San Francisco, Santa Barbara, Shasta, Sutter, Stanislaus, and Yuba. DTA has also provided public finance consulting services to over 325 school districts, water districts, and fire protection districts throughout California.

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B Relevant Experience
Table 7 lists a selection of public agency contracts for special district formation and administration services that DTA has been awarded in recent years. DTA served as the lead consultant for each of the efforts noted below and key personnel included the proposed project team members, along with other DTA staff. For each of these projects, additional client contact information can be provided upon request. In order to protect our clients' rights under existing agreements, budget information may only be disclosed on a client -by -client basis with approval by each such client. Please refer to Section I for six (6) references for DTA's recent work involving public finance consulting services for municipalities in California. We encourage you to contact our references to learn firsthand how well DTA staff meets the needs of its clients.

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Table 7: List of Recent Contracts Awarded to DTA

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Client
Client Contact
Phone No.

Term of Contract
Type of Service
City of San Mateo
County of Orange
County of San Bernardino
Lake Arrowhead Community Services District
Borrego Water District
Rancho California Water District
Santa Margarita Water District
CSCDA
Elsinore Valley Municipal Water District
Schell -Vista Fire Protection District
Casitas Municipal Water District
City of Fontana
City of Los Angeles
County of Los Angeles
City of South San Francisco
Temescal Valley Water District
City of Fullerton
City of Ione
City of Rancho Cucamonga
City of Redwood City
City of Simi Valley
Granada Sanitary District
Rancho Santa Fe Community Services District
Capistrano Bay Community Services District
City of Malibu
City of Richmond
City of San Juan Bautista
Hossein Golestan (650) 522-7102 2008 -Present
Louis McClure (714) 834-5999 1986 -Present
Donna Shiley (909) 386-8830 2002 -Present
John O'Brien (909) 336-7108 2009 -Present
Jessica Clabaugh (760) 767-5806 1995 -Present
Jeff Armstrong (951) 296-6900 1995 -Present
Paul Pender (949) 459-6507 1999 -Present
James Hamill (925) 476-5644 2001 -Present
Margie Armstrong (951) 674-3146 x8306 1999 -Present
Jeanne Williams (707) 287-2272 1996 -Present
Steve Wickstrum (805) 649-2251 2015 -Present
Lisa Strong (909) 350-7671 1991 -Present
Ha To (213) 473-7526 1994 -Present
John Patterson (213) 974-7175 1998 -Present
Richard Lee (650) 829-6619 2015 -Present
Jeff Pape (951) 277-1414 2015 -Present
Kriste Saldana (714) 738-6521 1992 -Present
Jane Wright (209) 274-2412 2005 -Present
Noah Daniels (909) 477-2700 x2403 2002 -Present
Sylvia Bravo Peters (650) 780-7070 2010 -Present
Dan Paranick (805) 583-6701 2005 -Present
Delia Comito (650) 726-7093 2009 -Present
Chuck Duffy (760) 479-4125 2006 -Present
Donald Russell (949) 496-6576 1998 -Present
Reva Feldman (310) 456-2489 x226 1997 -Present
Vader A. Bermudez (510) 620-6530 2015 -Present
Ed Tewes (831) 623-4661 2018 -Present
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation
District Formation and Administration
District Formation and Administration
District Formation
District Formation and Administration
District Formation and Administration
District Administration and Refunding/Workout
District Formation
District Administration and Refunding/Workout
District Formation and Administration
District Administration
District Administration and Refunding/Workout
District Formation and Administration
District Formation and Administration
District Administration
District Formation
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Client
Client Contact
Phone No.

Term of Contract
Type of Service
City of Soledad
County of Riverside
County of Marin
Tejon Ranch Public Facilities Financing Authority
City of San Marcos
County of Contra Costa
County of Imperial
CSUCI Site Authority
Santa Barbara County
City of Show Low
County of Madera
City of Anaheim
City of Montclair
City of Buena Park
City of Cathedral City
City of Tustin
City of Oceanside
North County Fire Protection District
City of Cupertino, Public Works
Lake Canyon Community Service
Lions Gate Community Services District
San Martin County Water District
Santa Clara County Library
Silver Creek Valley Country Club
Donald Wilcox
Brian Nestande
Leelee Thomas
Allen Lyda
Isaac Etchamendy
Marie O. Rulloda
Lorraine Martinez
Missy Jarnagin
Steven Fung
Justin Johnson
Eric Fleming
Debbie Moreno and/or
Rudy Emami
Mikey Fuentes
Sung Hyun
Kevin Biersack
John Buchanan
Jill Moya
Stephen Abbott
Alex Wykoff
Stacey Johnson
Kurtis Shenefiel
Peter Forest
Chuck Griffen
Ed Abelite
(831) 223-5173
(951) 955-1110
(415) 473-6697
(661) 248-3000
(760) 744-1050 x3273
(925) 646-2186
(442) 265-1119
(562) 951-4674
(805) 568-2477
(928) 532-4024
(559) 675-7703
(714) 765-5195
(714) 765-5176
(909) 625-9497
(714) 562-3713
(760) 770-0378
(714) 573-3107
(760) 435-3887
(760) 723-2012
(408) 777-3255
(408) 834-7745
(408) 226.3300
(408) 683-4101
(408) 293-2326 x3003
(408) 221-6259
2015 -Present
2017 -Present
2015 -Present
2000 -Present
1988 -Present
2000 -Present
1998 -Present
2004 -Present
2002 -Present
2014 -Present
2000 -Present
1990 -Present
2011 -Present
2001 -Present
2001 -Present
2000 -Present
2000 -Present
2017 -Present
July 2019 -Present
July 2019 -Present
July 2019 -Present
July 2019 -Present
July 2019 -Present
July 2019 -Present
District Formation and Administration
EIFD Consultation
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Administration
EIFD Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation and Administration
District Formation
District Formation and Administration
District Formation
Storm Drain Fee Administration
Community Services District Administration
Community Services District Administration
Parcel Tax Administration
CFD Administration
Geologic Hazard Abatement District
Administration
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PROJECT ORGANIZATION

III PROPOSED STAFFING AND PROJECT ORGANIZATION
DTA has assigned personnel to this project who bring experience and technical expertise to each unique element of study. Our team organization is illustrated below. Project roles of our key team members are described below and followed by professional biographies. All personnel will be available full-time (100%) for the duration of the project. Please refer to the enclosed Pricing Proposal for a breakdown of the proposed hours per task per labor category.

Figure 1: Team Organization Chart
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Andrus Poem
Managing Diaradtor
DTA has assembled a project team for the City with the breadth of experience required to provide consulting services in a professional and timely manner. This project would be primarily handled out of the Irvine office. Andrea Roess, Managing Director, would be the Principal -in -Charge and serve as the day-to-day contact for the City. She will be assisted by Nehal Thumar, a Vice President at DTA, and Steve Runk, P.E., Vice President of Engineering Services at DTA, in addition to other support staff.

Ms. Roess and Mr. Thumar will serve jointly as the Project Managers for the DTA team and be the City's primary points of contact throughout this engagement. They will handle the ongoing execution and completion of the entire Scope of Work and match DTA's work and deliverables with the City's needs and objectives. Ms. Roess and Mr. Thumar will also manage the work of DTA's project team, including leading data collection efforts, directing the development of our technical model, providing senior -level analysis, reviewing progress and work products with City staff and stakeholders, presenting study findings at project meetings, and finalizing study documentation. They will be assisted in these tasks by support staff.

Steve Runk, P.E., the Vice President of Engineering Services, will provide engineering expertise, prepare and/or review facilities cost estimates, and contribute to the apportionment analysis of specific facilities to be included in the fee program and for property included in the proposed CFD.

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Key personnel will be available to the extent proposed, or designated by the City, for the duration of the project and no person designated as "key" to the project shall be removed or replaced without the prior written concurrence of the City. In addition, DTA is not behind schedule or past the completion date for any active projects and has a long history of delivering projects on a timely basis and adhering to agreements.

DTA has an enviable reputation for producing high-quality work in a quick and efficient manner to correspond with even the most aggressive project schedule. DTA's clients also receive high levels of personal attention from senior staff, with a Principal, Senior Vice President, or Vice President always available to meet with public agency staff and other groups.

A DTA Team Biographies
Andrea Roess
Managing Director 1 AndreacaFinanceDTA.com
Project Role - Principal-in-Charge/Project Manager
Since joining DTA in 1992, Ms. Roess has participated in all aspects of the formation and implementation of special finance districts to fund infrastructure and services. She has managed the formation and annual administration of more than 300 land -secured financing districts, including several Property Assessed Clean Energy ("PACE") programs. In addition, Ms. Roess established and manages DTA's water and sewer practice and is a leader in the development of PACE programs.

Ms. Roess has utilized her computer skills to develop numerous state -of -the art computer models that evaluate cash flows related to funding infrastructure and public services. This ability has enabled her to develop sophisticated bond structuring concepts for CFDs and ADs, as well as complex fiscal impact and fee impact models. She has also prepared hundreds of Engineer's Reports for ADs and been involved in the development of escrow release formulas and bond pool financing structures. In addition, Ms. Roess has experience in the preparation of PFFPs, Water/Sewer Revenue Bond analyses, and tax increment analyses. She is also the Project Manager in charge of annual special tax administration for more than 120 financing districts throughout California, Florida, Hawaii, Missouri, and Nevada.

Notably, Ms. Roess is very familiar with the City's CFD financing program, as DTA was recently hired by the City in January 2023 to form the Old Town Placentia CFD (CFD 2024-1), comprising an area approximately 32 acres in size and consisting of 147 parcels made up of a diverse mix of commercial land uses, surrounded by residential neighborhoods to the west, east, and north. This CFD funds annual maintenance services. She is currently preparing the upcoming levy for the CFD.

In addition, Ms. Roess has become an influential voice in the world of CFDs and public finance through an intimate understanding of CFD subject matter that is unrivaled in the industry. Her City of Placentia Apri1 29, 2024
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direct and innovative approach to solving problems has led to a variety of innovative and successful solutions for her clients. This success has not gone unnoticed in the CFD circle. For years, industry professionals have sought her guidance and insights on a wide variety of issues that they faced. She is regularly asked to participate at speaking engagements and conferences to share her experiences and knowledge related to CFD structuring and other public finance topics.

For your reference, listed below is a sampling of current clients to whom Ms. Roess provides both district formation and annual administration consulting services.

Borrego Water District
City of Anaheim;
City of Blythe;
City of Brawley;
City of Calexico;
City of Cathedral City;
City of Los Angeles;
City of Oceanside;
County of Imperial;
County of Imperial;
County of Los Angeles;
County of Orange;
County of San Bernardino;
County of Santa Barbara;
Laguna Beach Unified School District;
Riverside Unified School District;
San Diego County Fire Protection District; and
Upland Unified School District.

In addition, Ms. Roess has prepared numerous fee and rate studies for various public agencies, including cities, counties, and water districts. In recent years, Ms. Roess has completed impact fee studies for numerous municipalities, including the Cities of Anaheim, Brawley, Hesperia, and Redlands, County of Riverside, Jurupa Area Recreation and Park District, and San Gorgonio Pass Water Agency.

Ms. Roess holds an M.B.A. degree with a concentration in finance from San Francisco State University and a B.A. in psychology/public policy analysis from Pomona College.

Ms. Roess is also active in industry groups, including Women in Public Finance, CSMFO, and many others. In addition, Ms. Roess serves on the Board of Directors for the Association of Women in Water, Energy, and Environment ("AWWEE") and has participated on numerous panels and workshops related to public financing. She also holds a Series 50 license as a registered Municipal Advisor with the SEC/MSRB under rules promulgated following the Dodd -Frank Act in 2010.

Nehal Thumar
Vice President 1 Nehal(aFinanceDTA.com
Project Role - Co -Project Manager
Since joining DTA in 2000, Mr. Thumar has been involved in all aspects of the formation and implementation of numerous Mello -Roos CFDs located throughout California. Mr. Thumar's responsibilities related to these CFDs have included the preparation of tax spread proforma analyses, Rates and Methods of Apportionment ("RMAs"), Public Reports, and overlapping debt analyses. In addition, he has managed the annual administration of over 25 CFDs in Southern California and prepared due diligence, tax projections, and Disclosure Reports related to land -secured bond issuances for numerous clients in California, Nevada, and Arizona.

Lkrt7
Additionally, Mr. Thumar's involvement on both the CFD formation and annual administration side has provided him with a unique perspective. For instance, he has reviewed numerous CFD City of Placentia Apri1 29, 2024
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formation and legal documents from the standpoint of how each CFD may impact interested stakeholders down the line through an annual administration point of view. This type of exposure to both CFD formation and annual administration has afforded Mr. Thumar the ability to identify any future pitfalls prior to the actual formation of a district.

Mr. Thumar is also very familiar with the City's CFD financing program, having assisted Ms. Roess in the formation of the Old Town Placentia CFD (CFD 2024-1) as of January 2023. In addition, he is assisting with preparing the upcoming levy for the CFD.

For your reference, listed below is a sampling of current clients to whom Mr. Thumar provides both district formation and annual administration consulting services. ■ Borrego Water District
■ City of Anaheim;
■ City of Blythe;
■ City of Brawley;
■ City of Calexico;
■ City of Cathedral City;
■ City of Los Angeles;
■ City of Oceanside;
■ County of Imperial;
• County of Imperial;
• County of Los Angeles;
• County of Orange;
• County of San Bernardino;
• County of Santa Barbara;
• Laguna Beach Unified School District;
• Riverside Unified School District;
• San Diego County Fire Protection District; and
• Upland Unified School District.

Mr. Thumar has also prepared Consultant Reports and tax increment models for numerous Redevelopment Project Areas ("RPAs") located within the City of San Diego and Fiscal Impact Reports ("FIRs") for various public agency clients. In addition, Mr. Thumar has worked on the preparation of numerous fee and rate studies for various public agencies, including cities, counties, and water districts. His work during the impact fee justification and apportionment analysis process for each respective project has included the preparation of capital improvement and public facilities needs lists, fee model development, report writing, data collection, and interactions with city/county staff and key stakeholders. In recent years, Mr. Thumar has completed impact fee studies for numerous municipalities, including the Cities of Anaheim, Brawley, Hesperia, and Redlands and the Jurupa Area Recreation and Park District.

Mr. Thumar received his M.B.A. degree with a concentration in finance and Bachelor of Arts degree in economics in 2005 and 2000, respectively, from the University of Southern California. He also holds a Series 50 license as a reaistered Municipal Advisor with the SEC/MSRB under rules Dromulaated following the Dodd -Frank Act in 2010.

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Steve Runk, P.E.

Vice President, Engineering Services 1 SteveCaFinanceDTA.com Project Role - Engineer (State License Number C23473 - California Registered Civil Engineer) Mr. Runk has over 45 years of experience in the design and construction management of major civil engineering projects, including roadways, bridges, sewer and water improvements, and flood control facilities, grading for public works projects, and construction of commercial and industrial buildings.

Mr. Runk's specific responsibilities have included design, quality control, specifications, estimates, construction bid packages, construction coordination and management, cost analyses and cost control, scheduling, manpower forecasting, staffing, and marketing. He has also assisted public agencies and developers in the procurement of funding from the California Department of Transportation ("Caltrans") and other Federal and state agencies.

Mr. Runk has a proven track record of meeting schedules and adhering to budgets. Since joining DTA in 2000, he has worked with local agencies to resolve community issues and negotiate scope changes with contractors to ensure the timely and satisfactory completion of construction projects.

He has also acted as the Project Manager for the establishment of ADs and preparation of numerous AB 1600 DIF justification studies. Mr. Runk specializes in preparing assessment apportionment formulas and fee studies for roads, storm drains, and water and wastewater facilities. He has been involved in preparing needs lists and apportioning facilities costs for many of DTA's AB 1600 studies, including those in the Cities of Anaheim, Brawley, Coachella, Chino Hills, Hesperia, Paso Robles, San Luis Obispo, Tustin, and Victorville, as well as the County of San Bernardino and a number of water districts, including the San Gorgonio Pass Water Agency. He was also closely involved in DTA's previous work as the AB 1600 consultant for the County of Riverside.

Prior to joining DTA, Mr. Runk, as the Senior Construction Manager for Holmes & Narver, Inc., successfully completed the construction of the SR -41 Freeway in Fresno County, which was the County's first Measure "C" sales tax -funded freeway. Prior to this project, Mr. Runk successfully completed the construction of the SR -71 Freeway in Chino/Chino Hills, California. This $98 million project was the first Measure "M" sales tax -funded project for the San Bernardino Associated Governments ("SANBAG"). Mr. Runk's responsibilities on both projects included contract management, quality control, public relations, cash flow analyses, project closeout, and compliance with Federal and State funding requirements.

Previously, Mr. Runk held positions with various public and private engineering entities in which he delivered projects requiring a wide variety of engineering expertise. He holds a B.S. in engineering from the University of California at Los Angeles and an M.S. in civil engineering from California State University at Long Beach. Mr. Runk is a registered Civil Engineer in the State of California.

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WORK PLAN/TECHNICAL

APPROACH
P1 WORK PLAN/TECHNICAL APPROACH
DTA's client contact and interaction continue beyond the basic deliverables. DTA is a customer and community -centric firm committed to excellence, quality products, and an open and interactive communication environment. We employ these practices in the workplace, in cities, counties, and towns, and with the many clients that we have served for 39 years. DTA realizes that every client, like every person, is a distinct entity best understood and served in a direct and collaborative manner.

DTA serves clients in small towns, medium-sized cities, and larger municipalities. Our service philosophy is three -pronged: we strive to know our customers, understand the communities we're privileged to serve, and always provide the best care, advice, and products. At DTA, we also understand that every project is different, and every outcome is special to our team. Our values of accountability, integrity, and excellence underly all work performed.

DTA has assembled an experienced and capable team with expertise in all the requirements of the consulting services requested by the City. One goal for this project will be to complete all the tasks of the project within the agreed-upon budget and schedule. Time and time again, DTA has proven its ability to adhere to contract agreements and understand the importance of good project management.

A Project Management Process
In addition to the elements identified in the City's proposed Scope of Work, DTA would recommend incorporating the following key strategies:
• Reviewing prior studies and effectively managing data requests and data gathering/consolidation;
• Ensuring key stakeholder input is received prior to writing any reports, so work need not be duplicated;
• Leveraging technology to request and track information from various sources and stakeholders;
• Setting up standing conference calls or Teams meetings (i.e., bi-weekly), in addition to scheduled meetings with City staff in order to stay on track with tasks and deliverables and discuss critical project elements; and
• Preparing internal report drafts for City staff review and discussion on conference call(s).

Finally, as part of the completion of this Scope of Work, DTA suggests evaluation of some other key considerations, including:
• Should a "fee credit" program be established for developers who build or oversize facilities on the City's facilities needs list?
• Should a stakeholders' committee or group be established to ensure outside input prior to the preparation of the Fee Study?
• Should the automatic fee escalator be reviewed to possibly further mitigate the impacts of inflation on the fee program prior to the preparation and adoption of the next fee program by the City?
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APPROACH
DTA utilizes the software application Vision to track project expenditures. This program is always available to DTA's employees and provides detailed project information ranging from the execution of the contract to completion of the project. To manage this contract effectively in terms of team performance, schedule compliance, and budget adherence, Ms. Roess and Mr. Thumar, DTA's Project Managers, will utilize these tools:

Bi -weekly assignment checklists throughout the life of the contract to ensure each task remains on schedule by utilizing proper staffing assignments.

Consistent communication with City staff via e-mail, telephone, and in-person meetings, as needed.

Weekly budget review to ensure no budget overruns occur. DTA's customized accounting system will enable us to track the expenditures to date each week and ensure budget compliance.

Regular meetings with City staff to discuss progress and any issues and receive guidance.

At DTA, all our multidisciplinary team members come from diverse backgrounds, and we put people first. We pride ourselves on developing strong relationships with our clients and working closely with them to understand the big picture and goals they want to achieve as a result of our engagement, as well as how DTA's work may impact other initiatives both now and in the future. At DTA, we understand that public finance isn't only about raising funds to pay for infrastructure or services. Public finance is about ensuring that communities can thrive by assessing what the best solution is for the community as a whole and what will help the community reach and sustain growth goals.

DTA brings an unbiased perspective combined with real-world experience in working with municipalities, which gives us the ability to understand and communicate with all stakeholders throughout the process. Regarding our engagement approach, we will work closely with City leadership to engage with property owners, business owners, and community leaders to understand any issues or pressure points, as well as what is envisioned for the future.

Finally, DTA will provide independent, objective, and impartial work product. DTA staff regularly reviews legal opinions, regulations, and statutes that impact or modify public finance -related case law. DTA is committed to providing deliverables that reflect the most current developments in public finance and real property law.

B Fee Study
B.1 Project Approach
With respect to the Fee Study, DTA would provide all-inclusive professional and technical support to the City in developing a conceptual project scope, in addition to reviewing any existing City DIF studies, the City's General Plan, Specific Plans, Municipal Code, and the Capital Improvement Program ("CIP"). DTA's comprehensive review of required impact fee and capacity fee levels shall be documented in a formal Nexus Study prepared under California Government Code 66000 et seq.

Having previously been subject to legal and developer scrutiny, DTA has developed a streamlined approach and methodology that establishes a rational and substantial nexus between new development and the need for public facilities.

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DTA's Final Report shall not address whether any current or proposed DIFs are valid under the U.S. Constitution's Fifth Amendment Takings Clause. On April 12, 2024, in Sheetz v. County of El Dorado (2024), the U.S. Supreme Court held that its decisions in Nollan v. California Coastal Comm'n (1987) 483 U.S. 825 and Dolan v. City of Tigard (1994) 512 U.S. 374 apply to legislatively imposed conditions on land -use permits. That said, the Supreme Court left it to the California appellate court on remand to address the validity of the traffic impact fee at issue in the case and determine how to apply Nollan/Dolan in this context. DTA cannot predict how courts will resolve such issues in the future and is providing no services or guarantees of any kind concerning the validity of any impact fees under the U.S. Constitution's Fifth Amendment Takings Clause.

State Legislation: With the approval by the State Legislature of AB 602, the City must be in compliance with nexus requirements that apply to any DIF studies approved by the City Council after January 1, 2022. Starting on that date, if the City decides to adopt infrastructure standards that are above its existing levels of service, the DIF analysis must include an explanation of why the new level of service is necessary. Furthermore, the City's approved impact fees must either be levied on residential development on a per square foot basis or the Fee Study must include specific findings explaining why square footage is not an appropriate metric to calculate the fees. DTA is familiar with this residential square foot metric based on work we have performed on fee studies in Califomia and other impact fee studies outside of Califomia, including fee studies in Arizona and other states where new higher levels of service must be justified.

General Approach to Development Impact Reviews and Nexus Studies: In determining a reasonable nexus for each specific type of public facility, DTA will utilize one or more of the methodologies discussed below depending upon the data and other information available from the City and its current infrastructure policies. All of these fee methodologies employ the concept of an Equivalent Dwelling Unit ("EDU") to allocate benefit among various land use classes. EDUs are a means of quantifying different land uses in terms of their equivalence to a residential dwelling unit, where equivalence is measured in terms of potential infrastructure use or benefit from each type of public facility. For many types of facilities, EDUs are calculated based on the number of residents or employees generated by each land use class. For other facilities, different measures, such as the number of service calls, quantity of trip miles, or amount of storm water run-off, more accurately represent the benefit provided to each land use class. Transportation facilities typically demand EDU calculations predicated on a per unit or per trip basis, or according to Vehicle Miles Traveled ("VMT") criteria.

The three types of fee methodologies used by DTA to establish EDUs for a public facility within a typical AB 1600 study are based on either an existing Infrastructure Plan, a predetermined capacity amount, or a generic standard.

Plan -Based Fees: The first method of apportioning fees is based on a "plan," such as a Master Plan of Facilities, that identifies a finite set of improvements. These Facilities Plans generally identify a specific set of facilities needed by the public agency and are developed according to assessments of facilities needs prepared by staff and/or outside consultants and adopted by the public agency's legislative body. With this plan -based approach, specific costs can be projected and assigned to all land uses planned in the future, often with a specific time period in mind that reflects new City of Placentia April29, 2024
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development projections. In preparing an impact fee analysis, facilities costs can be allocated in proportion to the amount of demand caused by each type of future development. It works well when it is difficult to measure the actual service needed by a land use type or where capacity cannot be directly related to demand. Roads and flood control improvements are examples where plan -based fees are often used. These fees are typically per unit assessments. This type of plan -based approach is generally preferable to the two other approaches to cost allocation listed below, but it does require the existence of a Facilities Plan, which is not always available.

Capacity -Based Fees: A second method of fee assessment is based on the "capacity" of a service or system, such as a water tank or a sewer plant. This kind of fee is not dependent on a particular Land Use Plan (i.e., amount or intensity), but rather it is based on a rate or cost per unit of capacity that can be applied to any type of development as long as the system has adequate capacity. This type of fee is useful when the costs of the facility or system are unknown at the outset, but it requires that the amount of capacity used by a particular land use type be measurable or estimable.

Capacity -based impact fees are assessed based on the demand rate per unit. This type of fee would most typically be assessed for water or wastewater systems.

Standard -Based Fees: A third method of assessing fees is based on "standards" where costs are based on units of demand. This method establishes a generic unit cost for capacity, which is then applied to each land use per unit of demand. Parks are an excellent example of this type of fee structure. California's Quimby Act allows cities and counties to establish a service standard, typically

3.0 to 5.0 acres of parkland per thousand residents, that may be required of all new residential development. Thus, this standard is not based on cost but rather on a standard of service. This methodology provides several advantages, including not needing to know the cost of a specific facility, identifying how much capacity or service is provided by the current system, or having to commit to a specific size of facility.

In preparing its analysis, DTA will apply one or more of these three methodologies to each facility type to generate applicable fee levels. However, the results of our quantitative analyses will be tempered by real-world factors to be at least considered by the City prior to the adoption of revised fee levels.

B.2 Proposed Scope of Work
Work products stemming from the work plan described in this section will include a memorandum ("memo") summarizing the fee methodology options and the Draft and Final Reports.

Task 1 — Development of Project Strategy and Kickoff Meeting DTA staff shall meet with City staff in a virtual project kickoff meeting to finalize the details of the engagement, deliverables, timetables, and tasks, discuss the fee methodologies and best practices, identify needed information (i.e., reports, project/needs lists, stakeholder groups, data, etc.), prepare the final project schedule, discuss the public process, and resolve other concerns, as appropriate.

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Task 2 - Develop Population and Dwelling Unit Projections DTA will compile and document existing and future population and development estimates for the City. The projections resulting from this task will ultimately calculate fee levels. This task comprises four subtasks.
2A Population Projections: DTA will gather existing information on present and future population for the City from various sources, including City staff, the General Plan, existing Master Plans, Specific Plans, Municipal Code and other relevant City documents, the U.S. Census, the Orange County Transportation Authority ("OCTA"), the State Department of Finance, and from other data sources, including the City's CIP.
2B Conduct Entitlement Research and Projections: DTA will coordinate with the City Planning Division to determine existing and future residential and non-residential development within the City over the planning horizon. To complete this subtask, DTA will review the General Plan/CIP and related plans to determine expected development land use patterns in the City, assess City records to identify existing entitlements for dwelling units and commercial/industrial development, and project the number of new dwelling units and commercial/industrial development based on existing entitlements and population projections for the next 20 years, or such other target year as selected by City staff. 2C Review Current City Fee Structure: DTA shall review and summarize the City's current development fee structures, City policies and procedures, and other regulatory requirements affecting potential fee structures and revenue program requirements. 2D Review Prior City Fee Justification Studies: DTA shall review the approach and methodology utilized in prior City fee justification studies so they can be evaluated in light of the City's current needs.

Task 3 - Review Facility/Capital Needs and Levels of Service This task entails DTA's review of the facilities and capital needs required to serve new development in the City as projected in Task 2. DTA will use existing City materials as base documents and focus our effort on updating this information.

For any fee program to be comprehensive in its scope, it is necessary to complete a thorough identification and review of all the facilities that will be impacted by additional growth, including those already discussed in the General Plan or CIP. This task will require close coordination with all appropriate City departments. DTA will consider updates to the City's current impact fees related to Fire Facilities, Police Facilities, Animal Shelter Facilities, TOD Sewer Facilities, and Affordable Housing, in addition to adding components/programs to the Citywide DIFs, including a Public Facilities DIF and Information Technology DIF.
3A Survey/Interview City Staff: DTA shall survey/interview City staff to review projected facilities in the City, along with major equipment needs, the timing at which improvements will be needed, and any physical data that would assist in developing the costs estimated below in Subtask 3C. Based upon the results of the surveys and interviews, DTA will verify and, if appropriate, expand the list of new facilities found in the General Plan/CIP to be included within the fee program for the City.

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3B Facilities List: Based on the information collected in Subtask 3A, DTA shall prepare a needs list that details the new facilities and equipment to serve new development in the City. 3C Review Cost Estimates: DTA's engineering and technical staff will, as necessary, consult with City department heads and/or engineering staff or equivalent to ascertain and understand in-house cost data for existing and projected facilities and equipment, apply inflation and cost -of -living escalators to the list of projected public facilities to determine future costs, review and/or refine existing cost data, examine major sources of revenue to fund the construction of new public facilities, and provide a proportional estimate between projected costs for new facilities and estimated revenue from mitigation fees and other sources. 3D Infrastructure or Facilities Improvement Plan: DTA will prepare an Infrastructure or Facilities Improvement Plan that reflects the costs of infrastructure, improvements, real property, financing, other capital and associated appurtenances, equipment, vehicles, furnishings, and other eligible items that are associated with meeting future needs necessary for public facilities as allowed per State statutes.

Deliverables: Infrastructure or Facilities Improvement Plan; Needs Assessment Report Task 4 — Develop Methodology for Calculating New Fee Amounts (Weeks 10-18) DTA's Fee Study methodology must meet the nexus or benefit requirements of AB 1600, which requires that there be a nexus between the fees imposed, use of the fees, and development projects on which the fees are imposed. Furthermore, there must be a relationship between the amount of the fee and cost of the improvements. In order to impose a fee as a condition for a development project, the methodology must accomplish the following:

Identify the purpose of the fee;
Determine the use to which the fee is to be put; if the use is financing public facilities, the facilities must be identified;
Ascertain if there is a reasonable relationship between the fee's use and type of development project on which the fee is imposed; and
Identify if there is a reasonable relationship between the need for the public facility and type of development project on which the fee is being imposed.

Implicit in these requirements is a stipulation that a public agency cannot impose a fee to cure existing deficiencies in public facilities or improve public facilities beyond what is required based on the specific impacts of new development. The benefit methodology established in this task will be documented in the Final Report.

DTA shall prepare a memo to be submitted to City staff summarizing available methodologies, as well as their respective pros and cons, and providing detailed examples of other cities', counties', or agencies' impact fee programs. Methodologies to review will include programs based on auto vehicle trips or VMT, all mode trips (e.g., auto, transit, bike, and walk), square footages, or household units, etc. The memo will also discuss, as applicable, context -sensitive adjustments and "credits" for capital improvements required as part of a project application.

DTA will recommend a Fee Expenditure Plan to ensure that projects can be fully funded and implemented within any required time limits for expenditures of such funds, as well as possible City of Placentia Apri1 29, 2024
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flexibility to allow collected fees to be used to provide the City with a match for grant applications. Finally, the memo will include recommendations for methodology and next steps.

Upon review and discussion by City staff, a methodology will be selected.

Deliverable: Memo Summarizing the Fee Methodology Options Task 5 - Determine Fee Levels
This task entails calculating the fee amounts based upon the dwelling unit and commercial/industrial development projections completed in Task 2, facilities needs and costs determined in Task 3, and methodology selected in Task 4. Should the City decide to adopt its fees in a manner consistent with recently approved AB 602, the fee amounts would be calculated on a per square foot basis for residential development. 5A Calculate Recommended Fee Amounts: DTA shall calculate fees for the City by inputting the data compiled under the preceding tasks and computing each fee to be levied. This work will be done in a spreadsheet format that can be updated annually. DTA will also evaluate this data in comparison to surroundina cities so as to arrive at comparable and acceptable fee levels. 5B Document Fee Derivation: DTA shall document the methodology utilized for the fee calculation model in such a manner that can be easily understood by the City, the public, and various stakeholders. DTA shall prepare written statements documenting the validity of the methodology for deriving each of the fees for the City. These statements will be made to meet the requirements of AB 1600 and documented in the Final Report discussed below. 5C Legal Review: DTA shall coordinate with City staff and City legal regarding their review of the calculation of the fees, the justification of the needs list, and other items as required under the recent Supreme Court case mentioned earlier. DTA expects that City legal will review all aspects of the fee calculation methodology and provide the necessary feedback so that such fees are in compliance with the latest legal codes and court cases.

Task 6 - Prepare Draft and Final Reports
This task entails the preparation of the Draft and Final Reports for consideration by the City Council and City staff. Based on the work completed in Tasks 1-5, DTA will prepare the Draft Report for review and consideration by City staff. The Draft Report will be prepared under the standards of AB 1600 and is expected to include an executive summary, population projections, the facilities and improvements list, areas of benefit (if applicable), fee calculations, recommended fee levels, and the suggested process for keeping fees current. After the incorporation of City staff comments and concerns on the Draft Report, DTA will prepare the Final Report for presentation to the City Council and City staff.

Deliverables: Draft and Final Reports
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Task 7 - Outline Tasks Required for the Implementation and Administration of the Fee Program DTA will prepare a list of tasks required of the City once it has adopted its new fee program. These tasks include the determination of actual fee levels if the City decides not to impose the maximum fee levels allowed under the Fee Study, the implementation of the fee credit program, and other issues the City may face when implementing the fee program. In addition, DTA shall prepare a Draft Ordinance to adopt the fee program, subject to review and approval by the City's legal counsel.

Task 8 - Attend Additional Meetings and Public Outreach This task entails attendance at a total of two (2) in-person meetings with City staff, focus groups, stakeholders, or the City Council to present information regarding the status of the impact fee program, Draft Fee Study, and Final Report to obtain input, in addition to a virtual kickoff meeting with City staff. DTA can attend additional meetings on a time and materials basis at additional cost, as requested by the City. During these meetings, we will take into account community and stakeholder input. For this purpose, DTA will develop handouts for these meetings that summarize the findings and analysis from the Public Review Draft. We shall also schedule standing conference calls or virtual meetings (i.e., bi-weekly) with City staff, including the kickoff meeting, to stay on track with tasks and deliverables.

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B.3 Proposed Work Schedule
DTA's typical schedule of tasks for a DIF program/AB 1600 Nexus Study is outlined below. Given the City's desired project timeline, this timeline of events can and will be completed within the proposed time frame according to the City's specifications. Notably, the firm shall provide ongoing communication, education, and outreach throughout the duration of the project. DTA will be able to begin work with minimum notice.

Table 8: Proposed Schedule
1 Development of Project Strategy and Kickoff Meeting
2 Develop Population and Demographic Projections
3 Review Facility/Capital Needs and Levels of Service
4 Develop Methodology for Calculating New Fee
Amounts
5 Determine Fee Levels
6 Prepare Draft and Final Impact Fee Methodology
Reports
Outline Tasks Required for the Implementation and
Administration of the Fee Program
8 Attend Two (2) In -Person Meetings, Plus Regular
Virtual Meetings for Bi -Weekly Updates
Ongoing Communication, Education, and Outreach of Project City of Placentia
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B.4 Information to be Provided by the City
DTA requests that the following information be provided by the City at no charge and in a timely manner such that the project does not extend beyond six (6) months from the date of authorization to proceed:
• The City's General Plan, any Specific/Master Plans, Development Agreements, and data regarding existing entitlements;
• To the extent available, detailed description of the proposed public facilities, including the facility name and number of square feet, acres, etc. (as applicable for each type of facility); • Inventory of completed facilities within the City, including type, size, and location of facility; • Cost estimates for proposed facilities (DTA anticipates that the City's cost data and estimates will be reviewed by DTA staff and discussed with City staff); and • Identification of any committed revenue sources pledged to fund proposed facilities.

C Formation of a Public Safety CFD
C.1 Approach
The central focus of DTA's responsibilities associated with its CFD formation Scope of Work would be to assist the City in structuring the financing program and negotiating the terms of the CFD, as well as preparing an RMA to establish a tax formula for the CFD. In developing the RMA, much of DTA's work would involve imparting information to City staff regarding the allocations of special taxes and preparing detailed quantitative analyses prior to the actual preparation of the RMA for the CFD. DTA's objectives related to these issues shall be as follows:
• The special tax formula is structured so it follows the City's approved CFD policies; and • If appropriate, multiple public financing mechanisms (e.g., impact fee revenues) are evaluated in cash flow analyses to complement CFD financing and maximize the feasibility of the project.

DTA has pioneered many innovations now utilized in CFD formations throughout the State. The City's Special Tax Consultant should be able to evaluate the long-term impact that changes in land use, product mix, and absorption have on special tax rates, future debt service coverage, and parity bond issues. DTA's proformas have been honed from years of experience modeling cash flows for new districts. Issuers should not make the mistake of refunding or issuing bonds without a proforma offering these features:
• "What if" analyses to evaluate changing development scenarios; • Special tax rate projections;
• Revenue forecasting;
• Debt service coverage calculations;
• Parity bond analyses; and
• Bond refunding feasibility.

DTA prepares a series of such proformas on all of its CFD financings, enabling both issuers and property owners to make informed decisions regarding district formations and bond sales.

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In managing CFDs, DTA recognizes that every jurisdiction and financing program is different and that it is important for a Special Tax Consultant to consider a multitude of factors intended to protect a public agency from the vagaries of the economy, future development patterns, the bond market, and any contingencies that may occur. DTA's unmatched experience in the formation and implementation of hundreds of successful CFDs over the past 39 years has enabled our firm to anticipate problems before they occur, thereby ensuring that our tax formulas can adapt to virtually any future situation.

C.2 Proposed Scope of Work
DTA shall undertake the Scope of Work detailed below to provide the special tax consulting services requested in the RFP to meet the City's objectives for this engagement.

Task 1- CFD Boundaries (Database Setup)
DTA will work with the City to prepare a map of the area within the City to be included in the initial CFD. If necessary, the map will identify the zones to be established within the CFD based on input from City staff and proximity to locations of proposed Services. DTA will organize a database of all assessable parcels within each zone based on sources such as the Orange County ("County") Assessor's Office and service maps provided by the County.

Task 2 - Registrar of Voter's Certification
DTA shall request from the County Registrar of Voters confirmation of registered voters' status residing in the boundaries of the CFD prior to the adoption of the Resolution of Formation (Government Code Section i53322).

Task 3 - Services Cost Apportionment Methodology
DTA will develop alternative methodologies for apportioning Services costs by land use (e.g., single- family attached residential, multi -family attached residential, retail, and non -retail commercial/industrial). Typically, cost apportionment methodologies are EDU -based to reflect benefit. Therefore, development of the methodology alternatives is anticipated to involve the determination of dwelling unit equivalencies for each land use type.

Task 4 - Preliminary Special Tax Rates
Based upon the selected cost apportionment methodology, DTA will compute special tax rates by land use type in an amount sufficient to cover projected Services costs, administrative expenses, and reserves.

Task 5 - CFD Proforma
DTA shall prepare a tax spread or cash flow analysis to assist in structuring the levy and collection of the special tax to provide funds when costs are incurred. DTA will recommend alternative techniques to apportion special taxes or time the collection of such taxes to protect the City's General Fund. DTA will prepare up to ten (10) tax spread analyses utilizing various development scenarios and cost assumptions.

Deliverable: Analysis of Up to Ten (10) Tax Spread Analyses City of Placentia Apri1 29, 2024
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Task 6 - Tax Apportionment Formula
DTA will prepare the special tax apportionment methodology, subject to City constraints and financing objectives, and City policy guidelines. This task includes the preparation of the RMA. We will prepare revisions to the initial RMA until all parties are satisfied.

Deliverables: Special Tax Apportionment Methodology; RMA Task 7 - Preparation of Boundary Map
DTA shall prepare the initial CFD boundary map pursuant to the Mello -Roos Act and County Recorder's Office and record the map at the County Recorder's Office.

Deliverable: CFD Boundary Map
Task 8 - Document Review and Preparation
DTA will prepare the CFD Public Report and assist CFD Formation Counsel with preparing all required documents, including the Resolution of Intention, Resolution of Formation, and related items. We shall also provide necessary data and advice to CFD Formation Counsel regarding implementing the CFD.

Deliverable: CFD Public Report
Task 9 - Notice of Special Tax Lien
DTA shall provide a list of Assessor's parcels to be attached to the Notice of Special Tax Lien and coordinate its recordation with the County under the Streets and Highway Code 53114.5.

Task 10 - Meetings and Workshops
DTA staff shall participate in unlimited conference calls with City staff to stay on track with tasks and deliverables. Attendance shall be limited to two (2) in-person meetings within this Scope of Work.

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C.3 Proposed Work Schedule
Our proposed schedule for the formation of a Public Safety CFD is outlined in Table 9. Given the City's desired project timeline, this timeline of events can and will be completed within the proposed time frame according to the City's specifications. The tasks listed in Tables 8-9 may run concurrently.

Table 9: Proposed Schedule for Initial CFD Formation
Task Descripti
1 CFD Boundaries (Database Setup)
2 Registrar of Voter's Certification
3 Services Cost Apportionment Methodology
4 Preliminary Special Tax Rates
5 CFD Proforma
6 Tax Apportionment Formula
7 Preparation of Boundary Map
8 Document Review and Preparation
9 Notice of Special Tax Lien
10 Meetings and Workshops
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APPENDIX A
City of Placentia
Request for Proposals
Development Impact Fee Update and Creation of Public Safety Community Facilities District

REQUESTED

CONTRACT

EXCEPTIONS

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REQUESTED CONTRACT EXCEPTIONS

APPENDIX A

REQUESTED CONTRACT

EXCEPTIONS
DTA accepts the terms, conditions, and general form of the City's Sample Professional Services Agreement, including the insurance requirements, except for the revisions noted below.' Section 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 in any way connected with .esulting from 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 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 CG\rc.Aft%st, its employees, and/or authorized subcontractors arc specifically named or otherwise asserted to be liable, and whether or not there is c'sy 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.

Notwithstanding the above, in light of the April 12, 2024, U.S. Supreme Court decision in Sheetz vs. County of El Dorado, DTA will not defend, indemnify, or hold free and harmless the City or any of its agents from any claim arising out of, pertaining to, or incident to the U.S. Constitution's Fifth Amendment Takings Clause."
Our proposed language would require that DTA covers any claims related to our negligence, rather than having us be liable for any and all claims wherein we did not make a mistake.

Addition of the following phrase to the end of Section 6.12, "Ownership of Documents":
"Notwithstanding the above, computer software (including without limitation financial models, compilations of formulas and spreadsheet models), prepared by Consultant are Instruments of Service of Consultant and shall remain the property of Consultant. Consultant shall likewise retain all common law, statutory and other reserved rights, including the copyright thereto."
This supplemental language has been requested to provide us with adequate trade secret protection. We have developed our computer models over the past 39 years and the formulas inherent in the models are proprietary. However, the ultimate work product itself belongs to the City.
1 Text with a strikethrough indicates language we are requesting be removed and the text in red indicates language we'd like added in its place.

City of Placentia Apri1 29, 2024
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APPENDIX A

REQUESTED CONTRACT

EXCEPTIONS
■ Exhibit B, "Insurance Requirements": Exhibit B notes that the City requires a combined single limit of $2,000,000 per accident in Automobile Liability Insurance, in addition to $2,000,000 per occurrence and $3,000,000 in general aggregate in Professional Liability Insurance.

While we only carry $1,000,000 per accident in Automobile Liability Insurance and $2,000,000 per claim in Professional Liability Insurance, we also carry an Umbrella Liability Policy with a limit of $5 million per occurrence that provides additional liability coverage above our existing Commercial General Liability, Automobile Liability, and Professional Liability Policies.

City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

www.FinanceDTA.com
18201 VON KARMAN AVENUE, SUITE 220
IRVINE, CA 92612
PHONE: (800) 969-4DTA
Public Finance
Public -Private Partnerships
Development Economics
Clean Energy Bonds

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PRICING PROPOSAL

PRICING PROPOSAL
Fees for services shall be charged on an hourly basis according to the rates set forth in the fee schedule below, with invoices being submitted to the City monthly. The estimated fees for services for the Fee Study and Public Safety CFD formation, including out-of-pocket expenses, are detailed below in Tables 1-2. Notably, the figures listed in Tables 1-2 for each task are just estimates and the charges assigned to any one task may be transferred to another task, as long as the overall invoices submitted by DTA do not exceed $99,445 for the Fee Study and $26,785 for the Public Safety CFD formation, including out-of-pocket expenses. Fees for services shall be charged according to the professional services fee schedule identified in Table 3.

Table 1: Proposed Budget for the Fee Study
Description
Task #1: Development of Project
Strategy and Virtual Kickoff Meeting
Task #2: Develop Population and
Demographic Projections
Task #3: Review Facility/Capital
Needs and Levels of Service
Task #4: Develop Methodology for
Calculating New Fee Amounts
Task #5: Determine Fee Levels and
Document Comparative Fees
Task #6: Prepare Draft and Final
Impact Fee Methodology Reports
Title Hourl Rate Est. Hours Total Cost
President/MD 290
Vice President $250
Manager $180
Associate II $165
Task 1 22
President/MD $290 10
Vice President $250 16
Manager $180 10
Associate II $165 4
Task 2 I 40
President/MD $290 8
Vice President $250 8
Manager $180 20
Associate II $165 8
Task 3 I 44
President/MD $290 15
Vice President $250 18
Manager $180 15
Associate II $165 10
Task 4 I 58
President/MD $290 8
Vice President $250 12
Manager $180 12
Associate II $165 5
Task S I37
President/MD $290 25
Vice President $250 40
Manager $180 40
Associate II $165 10
Task 6 I 115
8 8
0 City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District $1,740
$2,000
$1,440
$0
$5,180
$2,900
$4,000
$1,800
$660
$9,360
$2,320
$2,000
$3,600
$1,320
$9,240
$4,350
$4,500
$2,700
$1,650
$13,200
$2,320
$3,000
$2,160
$825
$8,305
$7,250
$10,000
$7,200
$1,650
$26,100

www.FinanceDTA.com
dta/

PRICING PROPOSAL
Task #7: Outline Tasks Required for
the Implementation and
Administration of the Fee Program
Task #8: Attend Two (2) In -Person
Meeting, Plus Regular Virtual
Meetings for Bi -Weekly Updates
Total Not to Exceed
President/MD
Vice President
Manager
Associate II
President/MD
Vice President
Manager
Associate II
President/MD
Vice President
Manager
Associate II
$290 8
$250 0
$180 11
$165 8
Task 7 I
7 $290 30
$250 30
$180 18
$165 0
Task 8 I78
$290 110
$250 132
$180 134
$165 45
Subtotal I 421
Out -of -Pocket Expenses (Maximum)
Total Not to Exceed
Table 2: Proposed Budget for the Public Safety CFD Formation $2,320
$0
$1,980
$1,320
$5,620
$8,700
$7,500
$3,240
$0
$19,440
$31,900
$33,000
$24,120
$7,425
$96,445
$3,000
$99,445
Descn
,111E111,1Mkl. an=
otal Cost
Task #1: Database Setup
Task #2: Registrar of Voter's
Certification
Task #3: Services Cost
Apportionment Methodology
Task #4: Preliminary Special Tax
Rates
President/MD
Vice President
Manager
Associate II
$290
$250
$180
$165
Task 1
President/MD $290
Vice President $250
Manager $180
Associate II $165
Task 2
President/MD $290
Vice President $250
Manager $180
Associate II $165
Task 3
President/MD $290
Vice President $250
Manager $180
Associate II $165
Task 4
1 1
4 3
9 0
2 0
0 2
4 5
1 0
10 2
4 2
0 8
City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District $290
$250
$720
$495
$1,755
$0
$500
$0
$0
$500
$1,160
$1,250
$180
$0
$2,590
$580
$1,000
$360
$0
$1,940

www.FinanceDTA.com
dta/

PRICING PROPOSAL
Description
Title Hourly Rate
Est. Hours Total Cost
Task #5: CFD Proforma
Task #6: Tax Apportionment
Formula
Task #7: Preparation of Boundary
Map
Task #8: Document Review and
Preparation
Task #9: Notice of Special Tax
Lien
Task #10: Meetings and
Workshops
Total Not to Exceed
President/MD
Vice President
Manager
Associate II
$290
$250
$180
$165
Task 5
President/MD $290
Vice President $250
Manager $180
Associate II $165
Task 6
President/MD $290
Vice President $250
Manager $180
Associate II $165
Task 7
President/MD $290
Vice President $250
Manager $180
Associate II $165
Task 8
President/MD $290
Vice President $250
Manager $180
Associate II $165
Task 9
President/MD $290
Vice President $250
Manager $180
Associate II $165
Task 10
President/MD $290
Vice President $250
Manager $180
Associate II $165
Subtotal
4 10
3 0
17 3
6 2
0 11
2 8
0 0
10 5
15 1
0 21
1 1
0 0
2 8
5 0
0 13
30 57
13 3
103
Out -of -Pocket Expenses (Maximum)
Total Not to Exceed
City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District $1,160
$2,500
$540
$0
$4,200
$870
$1,500
$360
$0
$2,730
$580
$2,000
$0
$0
$2,580
$1,450
$3,750
$180
$0
$5,380
$290
$250
$0
$0
$540
$2,320
$1,250
$0
$0
$3,570
$8,700
$14,250
$2,340
$495
$25,785
$1,000
$26,785

PRICING PROPOSAL
dta
www.FinanceDTA.com
For your reference, DTA's hourly rate schedule are provided in the table below.

Table 3: DTA's Fee Schedule
President/Managing Director
Senior Vice President
Vice President
Senior Manager
Manager
Senior Associate
Associate III
Associate II
Associate I
Research Associate II
Research Associate I
$290/Hour
$275/Hour
$250/Hour
$210/Hour
$190/Hour
$180/Hour
$175/Hour
$165/Hour
$150/Hour
$140/Hour
$125/Hour
Additional in-person meetings [more than the four (4) in-person meetings specified in the Scope of Work, including two (2) in-person meetings per phase of the Scope of Work] shall be billed on a time and materials basis. DTA staff shall also schedule standing conference calls or virtual meetings (i.e., weekly or bi-weekly) with City staff, including the kickoff meeting, to stay on track with tasks and deliverables.

Out-of-pocket and administrative expenses shall be equal to 3% of DTA's billings for labor, plus travel expenses and any outside vendor payments, not to exceed $4,000. All hourly rates for services apply through June 30, 2025, and are subject to a cost -of -living increase. On or about the first two weeks of each month during which consulting services are rendered hereunder, DTA shall present to the City an invoice covering the current consulting services performed and reimbursable expenses incurred pursuant to this Notice of Authorization. Invoices shall be paid by the City within 30 days of the date of each invoice. A 1.2% charge may be imposed monthly against accounts that are not paid within 45 days of the date of each invoice. The prevailing party in any legal action brought by one party against the other and arising out of this Consultant Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees.

A Disclaimer
While DTA has a fiduciary responsibility as a licensed Municipal Advisor, DTA is not, unless otherwise stipulated, acting as the City's Municipal Advisor. The services discussed herein do not constitute any financial advice or fall under the category of municipal advisory services as defined by the SEC.

City of Placentia April29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District /4

dta
www.FinanceDTA.com/
B Limitations

PRICING PROPOSAL
B.1 Fee Study Limitations
The labor costs in the table above include attendance at a total of two (2) in-person meetings with City staff, stakeholders, or the City Council, in addition to a virtual kickoff meeting with City staff. Attendance at more meetings, detailed written responses to resolve disputes, or the preparation of more than one set of major revisions to the Draft Report will be classified as additional work and may require further billing at the hourly rates identified in Table 3 if the maximum fee level has been exceeded.

Other examples of additional work shall include:

Additional analyses based on revised assumptions requested by the City, including possible changes in the needs list, infrastructure costs, population projections, future land uses, and related data once the preparation of the Draft Report has been initiated, as well as adjustments to assumptions once the Draft Report has been approved;
Additional meetings or lengthy negotiations with stakeholders, including representatives of the Building Industry Association ("BIA"); Tasks related to litigation by stakeholders should it occur once the DIF Study has been completed;
Time expended related to obtaining data assigned to the City under "Information to be Provided by the City";
In light of the April 12, 2024, U.S. Supreme Court decision in Sheetz vs. County of El Dorado asking the California courts to reevaluate impact fees adopted under the California Mitigation Act to ensure they do not violate the U.S. Constitution's Fifth Amendment Takings Clause, any additional work related to litigation arising out of or incident to this Supreme Court decision, including but not limited to expert witness services, shall be considered out of scope and will be billed on a time and materials basis at additional cost; and
Actual implementation of the fee program(s).

The maximum fee listed above assumes the review and implementation of the fee program with a schedule between initiation of services and public outreach that is within the proposed time frame according to the City's specifications.

City of Placentia Apri1 29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

dta
www.FinanceDTA.com
B.2 CFD Formation Limitations

PRICING PROPOSAL
Should improvement areas or zones be established within the CFD that are characterized by more than one set of special taxes, additional time and materials maybe charged, up to a maximum of $6,000 per improvement area or zone, if these improvement areas or zones cause the maximum fee levels listed above to be exceeded. Any additional tasks and professional services beyond those described in the Scope of Work will be billed at the hourly rates listed in Table 3.

Any additional tasks not listed in the Scope of Work that are assigned by the City shall require fees above the maximum amount listed and be billed at the hourly rates listed above if the total fee listed above has been exceeded.

City of Placentia Apri1 29, 2024
Proposal for Development Impact Fee Update and Creation of Public Safety Community Facilities District

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 One Million Dollars ($1,000,000.00) 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 ($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.
14 DTA
Rev. 01/2024

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. Professional Errors and Omissions ("E&O") Liability Insurance Professional errors and omissions ("E&O") liability insurance on an occurrence based policy with policy limits of not less than Two Million Dollars ($2,000,000.00) per occurrence. Architects' and engineers' coverage shall be endorsed to include contractual liability. The retroactive date must be shown, and this date must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of the contract of work. If coverage is canceled or non -renewed, and not replaced with another policy form with a retroactive date prior to the contract effective date, the Consultant must purchase "extended reporting coverage" for a minimum of three (3) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the Project Manager for review. 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.

5. 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 15 DTA
Rev. 01/2024

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.

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.

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

6. 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.

7. 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.

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

9. Coverage shall be on a standard occurrence form. Claims -made forms are not acceptable. Modified, limited, or restricted occurrence forms are not acceptable. 16 DTA
Rev. 01/2024

EXHIBIT C

CERTIFICATES OF INSURANCE AND ENDORSEMENTS
17 Rev. 01/2024

N
N

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional Conditions:

A. If this policy is cancelled by the Company, other
than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

B. If this policy is cancelled by the company for non-
payment of premium, or by the insured, notice of
such cancellation will be provided within ten (10)
days of the cancellation effective date to the
certificate holder(s) with mailing addresses on file
with the agent of record or the Company.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term.

If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient
proof of notice.

Form SS 12 24 06 11 Page 1 of 1
© 2011, The Hartford

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and our refer to the stock insurance company member of The Hartford providing this insurance.

The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured.

Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions.

A. COVERAGES

1. BUSINESS LIABILITY COVERAGE (BODILY

INJURY, PROPERTY DAMAGE, PERSONAL

AND ADVERTISING INJURY)
Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as
damages because of "bodily injury",
"property damage" or "personal and
advertising injury" to which this insurance
applies. We will have the right and duty to
defend the insured against any "suit"
seeking those damages. However, we will
have no duty to defend the insured against
any "suit" seeking damages for "bodily
injury", "property damage" or "personal and
advertising injury" to which this insurance
does not apply.

We may, at our discretion, investigate any
"occurrence" or offense and settle any claim
or "suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section D. -
Liability And Medical Expenses Limits
Of Insurance; and
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses to which
this insurance applies.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Coverage
Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property
damage" only if:
(a) The "bodily injury" or "property
damage" is caused by an
"occurrence" that takes place in the
"coverage territory";
(b) The "bodily injury" or "property
damage" occurs during the policy
period; and
(c) Prior to the policy period, no insured
listed under Paragraph 1. of Section
C. — Who Is An Insured and no
"employee" authorized by you to give
or receive notice of an "occurrence"
or claim, knew that the "bodily injury"
or "property damage" had occurred,
in whole or in part. If such a listed
insured or authorized "employee"
knew, prior to the policy period, that
the "bodily injury" or "property
damage" occurred, then any
continuation, change or resumption
of such "bodily injury" or "property
damage" during or after the policy
period will be deemed to have been
known prior to the policy period.
(2) To "personal and advertising injury"
caused by an offense arising out of your
business, but only if the offense was
committed in the "coverage territory"
during the policy period.
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section
C. — Who Is An Insured or any "employee"
authorized by you to give or receive notice
of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or
any other insurer;
Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford

BUSINESS LIABILITY COVERAGE FORM
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the
rendering of or failure to render
professional health care services as a
physician, dentist, nurse, emergency
medical technician or paramedic shall
be deemed to be caused by an
"occurrence", but only if:
(a) The physician, dentist, nurse,
emergency medical technician or
paramedic is employed by you to
provide such services; and
(b) You are not engaged in the
business or occupation of providing
such services.
(2) For the purpose of determining the
limits of insurance for incidental medical
malpractice, any act or omission
together with all related acts or
omissions in the furnishing of these
services to any one person will be
considered one "occurrence".
(3)

2. MEDICAL EXPENSES
Insuring Agreement
a. We will pay medical expenses as described
below for "bodily injury" caused by an
accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the
"coverage territory" and during the
policy period;
(2) The expenses are incurred and reported
to us within three years of the date of
the accident; and
(3) The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, x-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral
services.

3. COVERAGE EXTENSION -

SUPPLEMENTARY PAYMENTS
a. We will pay, with respect to any claim or
"suit" we investigate or settle, or any "suit"
against an insured we defend:
(1) All expenses we incur.
(2) Up to $1,000 for the cost of bail bonds
required because of accidents or traffic
law violations arising out of the use of
any vehicle to which Business Liability
Coverage for "bodily injury" applies. We
do not have to furnish these bonds.

The cost of appeal bonds or bonds to
release attachments, but only for bond
amounts within the applicable limit of
insurance. We do not have to furnish
these bonds.
(4) All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or
"suit", including actual loss of earnings
up to $500 a day because of time off
from work.

All costs taxed against the insured in
the "suit".
(6) Prejudgment interest awarded against
the insured on that part of the judgment
we pay. If we make an offer to pay the
applicable limit of insurance, we will not
pay any prejudgment interest based on
that period of time after the offer.

All interest on the full amount of any
judgment that accrues after entry of the
judgment and before we have paid,
offered to pay, or deposited in court the
part of the judgment that is within the
applicable limit of insurance.

Any amounts paid under (1) through (7)
above will not reduce the limits of insurance.
(3)
(5)
(7)

Page 2 of 24 ends

b. If we defend an insured against a "suit"
and an indemnitee of the insured is also
named as a party to the "suit", we will
defend that indemnitee if all of the
following conditions are met:
(1) The "suit" against the indemnitee
seeks damages for which the insured
has assumed the liability of the
indemnitee in a contract or agreement
that is an "insured contract";
(2) This insurance applies to such liability
assumed by the insured;
The obligation to defend, or the cost of
the defense of, that indemnitee, has
also been assumed by the insured in
the same "insured contract";
(4) The allegations in the "suit" and the
information we know about the
"occurrence" are such that no conflict
appears to exist between the interests
of the insured and the interest of the
indemnitee;
The indemnitee and the insured ask
us to conduct and control the defense
of that indemnitee against such "suit"
and agree that we can assign the
same counsel to defend the insured
and the indemnitee; and
(6) The indemnitee:
(a) Agrees in writing to:
(3)
(5)
(i)
Cooperate with us in the
investigation, settlement or
defense of the "suit";
(ii) Immediately send us copies of
any demands, notices,
summonses or legal papers
received in connection with
the "suit";
(iii) Notify any other insurer whose
coverage is available to the
indemnitee; and
(iv) Cooperate with us with
respect to coordinating other
applicable insurance available
to the indemnitee; and
(b) Provides us with written
authorization to:
(i) Obtain records and other
information related to the
"suit"; and
(ii) Conduct and control the
defense of the indemnitee in
such "suit".

BUSINESS LIABILITY COVERAGE FORM
So long as the above conditions are met,
attorneys' fees incurred by us in the
defense of that indemnitee, necessary
litigation expenses incurred by us and
necessary litigation expenses incurred
by the indemnitee at our request will be
paid as Supplementary Payments.

Notwithstanding the provisions of
Paragraph 1.b.(b) of Section B. —
Exclusions, such payments will not be
deemed to be damages for "bodily
injury" and "property damage" and will
not reduce the Limits of Insurance.

Our obligation to defend an insured's
indemnitee and to pay for attorneys' fees
and necessary litigation expenses as
Supplementary Payments ends when:
(1) We have used up the applicable limit
of insurance in the payment of
judgments or settlements; or
(2) The conditions set forth above, or the
terms of the agreement described in
Paragraph (6) above, are no longer met.

B. EXCLUSIONS

1. Applicable To Business Liability Coverage
This insurance does not apply to:
a. Expected Or Intended Injury
(1) "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; or
(2) "Personal and advertising injury" arising
out of an offense committed by, at the
direction of or with the consent or
acquiescence of the insured with the
expectation of inflicting "personal and
advertising injury".
b. Contractual Liability
(1) "Bodily injury" or "property damage"; or
(2) "Personal and advertising injury"
for which the insured 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 because of:
(a) "Bodily injury", "property damage" or
"personal and advertising injury" that
the insured would have in the
absence of the contract or
agreement; or
Form SS 00 08 04 05 Page 3 of 24

BUSINESS LIABILITY COVERAGE FORM
(b) "Bodily injury" or "property damage"
assumed in a contract or agreement
that is an "insured contract",
provided the "bodily injury" or
"property damage" occurs
subsequent to the execution of the
contract or agreement. Solely for
the purpose of liability assumed in
an "insured contract", reasonable
attorneys' fees and necessary
litigation expenses incurred by or for
a party other than an insured are
deemed to be damages because of
"bodily injury" or "property damage"
provided:
(i)
Liability to such party for, or for
the cost of, that party's defense
has also been assumed in the
same "insured contract", and
(ii) Such attorneys' fees and
litigation expenses are for
defense of that party against a
civil or alternative dispute
resolution proceeding in which
damages to which this
insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for
which any insured may be held liable by
reason of:
(1) Causing or contributing to the
intoxication of any person;
(2) The furnishing of alcoholic beverages to
a person under the legal drinking age or
under the influence of alcohol; or
Any statute, ordinance or regulation
relating to the sale, gift, distribution or
use of alcoholic beverages.

This exclusion applies only if you are in the
business of manufacturing, distributing,
selling, serving or furnishing alcoholic
beverages.
d. Workers' Compensation And Similar
Laws
Any obligation of the insured under a
workers' compensation, disability benefits
or unemployment compensation law or
any similar law.
e. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising
out of and in the course of:
(3)
(a) Employment by the insured; or
(b) Performing duties related to the
conduct of the insured's business, or
(2) The spouse, child, parent, brother or
sister of that "employee" as a
consequence of (1) above.

This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
f. Pollution
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal,
seepage, migration, release or escape
of "pollutants":
(a) At or from any premises, site or
location which is or was at any
time owned or occupied by, or
rented or loaned to any insured.

However, this subparagraph does
not apply to:
(i)
"Bodily injury" if sustained within
a building and caused by
smoke, fumes, vapor or soot
produced by or originating from
equipment that is used to heat,
cool or dehumidify the building,
or equipment that is used to
heat water for personal use, by
the building's occupants or their
guests;
(ii) "Bodily injury" or "property
damage" for which you may be
held liable, if you are a
contractor and the owner or
lessee of such premises, site or
location has been added to your
policy as an additional insured
with respect to your ongoing
operations performed for that
additional insured at that
premises, site or location and
such premises, site or location
is not and never was owned or
occupied by, or rented or
loaned to, any insured, other
than that additional insured; or

Page 4 of 24 ends

(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire";
(b) At or from any premises, site or
location which is or was at any
time used by or for any insured or
others for the handling, storage,
disposal, processing or treatment
of waste;
(c) Which are or were at any time
transported, handled, stored,
treated, disposed of, or processed
as waste by or for:
(i) Any insured; or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or
any contractors or subcontractors
working directly or indirectly on
any insured's behalf are
performing operations if the
"pollutants" are brought on or to
the premises, site or location in
connection with such operations
by such insured, contractor or
subcontractor. However, this
subparagraph does not apply to:
(i)
"Bodily injury" or "property
damage" arising out of the
escape of fuels, lubricants or
other operating fluids which are
needed to perform the normal
electrical, hydraulic or
mechanical functions
necessary for the operation of
"mobile equipment" or its parts,
if such fuels, lubricants or other
operating fluids escape from a
vehicle part designed to hold,
store or receive them. This
exception does not apply if the
"bodily injury" or "property
damage" arises out of the
intentional discharge, dispersal
or release of the fuels,
lubricants or other operating
fluids, or if such fuels,
lubricants or other operating
fluids are brought on or to the
premises, site or location with
the intent that they be
discharged, dispersed or

BUSINESS LIABILITY COVERAGE FORM
released as part of the
operations being performed
by such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property
damage" sustained within a
building and caused by the
release of gases, fumes or
vapors from materials brought
into that building in connection
with operations being performed
by you or on your behalf by a
contractor or subcontractor; or
(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors
working directly or indirectly on any
insured's behalf are performing
operations if the operations are to
test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize,
or in any way respond to, or assess
the effects of, "pollutants".
(2) Any loss, cost or expense arising out
of any:
(a)
Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for
damages because of testing for,
monitoring, cleaning up, removing,
containing, treating, detoxifying or
neutralizing, or in any way
responding to, or assessing the
effects of, "pollutants".

However, this paragraph does not
apply to liability for damages because
of "property damage" that the insured
would have in the absence of such
request, demand, order or statutory or
regulatory requirement, or such claim
or "suit" by or on behalf of a
governmental authority.

Form SS 00 08 04 05 Page 5 of 24

BUSINESS LIABILITY COVERAGE FORM
g.

Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto"
or watercraft owned or operated by or rented
or loaned to any insured. Use includes
operation and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is
owned or operated by or rented or loaned to
any insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises
you own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons
for a charge;
Parking an "auto" on, or on the ways
next to, premises you own or rent,
provided the "auto" is not owned by or
rented or loaned to you or the insured;
(4) Liability assumed under any "insured
contract" for the ownership,
maintenance or use of aircraft or
watercraft;
"Bodily injury" or "property damage"
arising out of the operation of any of
the equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with a paid crew. However, this
exception does not apply if the insured
has any other insurance for such "bodily
injury" or "property damage", whether
the other insurance is primary, excess,
contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage"
arising out of:
(1) The transportation of "mobile equipment"
by an "auto" owned or operated by or
rented or loaned to any insured; or
(3)
(5)
(2) The use of "mobile equipment" in, or
while in practice or preparation for, a
prearranged racing, speed or
demolition contest or in any stunting
activity.
i. War
"Bodily injury', "property damage" or
"personal and advertising injury', however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force,
including action in hindering or
defending against an actual or
expected attack, by any government,
sovereign or other authority using
military personnel or other agents; or
Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.

Professional Services
"Bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or failure to render
any professional service. This includes
but is not limited to:

J•
(3)
(1) Legal, accounting or advertising
services;
(2) Preparing, approving, or failing to
prepare or approve maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications;
Supervisory, inspection, architectural
or engineering activities;
(4) Medical, surgical, dental, x-ray or
nursing services treatment, advice or
instruction;
Any health or therapeutic service
treatment, advice or instruction;
(6) Any service, treatment, advice or
instruction for the purpose of
appearance or skin enhancement, hair
removal or replacement or personal
grooming;
Optical or hearing aid services
including the prescribing, preparation,
fitting, demonstration or distribution of
ophthalmic lenses and similar
products or hearing aid devices;
(3)
(5)
(7)

Page 6 of 24 ends

(8) Optometry or optometric services
including but not limited to examination
of the eyes and the prescribing,
preparation, fitting,demonstration or
distribution of ophthalmic lenses and
similar products;
(9) Any:
(a) Body piercing (not including ear
piercing);
(b) Tattooing, including but not limited
to the insertion of pigments into or
under the skin; and
(c) Similar services;
(10) Services in the practice of pharmacy;
and
(11) Computer consulting, design or
programming services, including web
site design.

Paragraphs (4) and (5) of this exclusion do
not apply to the Incidental Medical
Malpractice coverage afforded under
Paragraph 1.e. in Section A. - Coverages.
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)
(4) Personal property in the care, custody
or control of the insured;
That particular part of real property on
which you or any contractors or
subcontractors working directly or
indirectly on 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.

Property loaned to you;
(5)

BUSINESS LIABILITY COVERAGE FORM
Paragraphs (1), (3) and (4) of this
exclusion do not apply to "property
damage" (other than damage by fire) to
premises, including the contents of such
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. - Limits Of Insurance.

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 (3) and (4) of this exclusion do
not apply to the use of elevators.

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

Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to
borrowed equipment while not being used
to perform operations at a job site.

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

I. Damage To Your Product
"Property damage" to "your product"
arising out of it or any part of it.
m. Damage To Your Work
"Property damage" to "your work" arising
out of it or any part of it and included in the
"products -completed operations hazard".

This exclusion does not apply if the
damaged work or the work out of which
the damage arises was performed on your
behalf by a subcontractor.
n. Damage To Impaired Property Or
Property Not Physically Injured
"Property damage" to "impaired property"
or property that has not been physically
injured, arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product"
or "your work"; or
(2) A delay or failure by you or anyone
acting on your behalf to perform a
contract or agreement in accordance
with its terms.

This exclusion does not apply to the loss
of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.

Form SS 00 08 04 05 Page 7 of 24

BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the
loss of use, withdrawal, recall, inspection,
repair, replacement, adjustment, removal
or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it.
p. Personal And Advertising Injury
"Personal and advertising injury':
(1) Arising out of oral, written or electronic
publication of material, if done by or at
the direction of the insured with
knowledge of its falsity;
(2) Arising out of oral, written or electronic
publication of material whose first
publication took place before the
beginning of the policy period;
Arising out of a criminal act committed
by or at the direction of the insured;
(4) Arising out of any breach of contract,
except an implied contract to use
another's "advertising idea" in your
"advertisement";
(5) Arising out of the failure of goods,
products or services to conform with
any statement of quality or
performance made in your
"advertisement";
(6) Arising out of the wrong description of
the price of goods, products or services;
Arising out of any violation of any
intellectual property rights such as
copyright, patent, trademark, trade
name, trade secret, service mark or
other designation of origin or
authenticity.

However, this exclusion does not
apply to infringement, in your
"advertisement", of
(a) Copyright;
(b) Slogan, unless the slogan is also
a trademark, trade name, service
mark or other designation of origin
or authenticity; or
(3)
(7)
(c) Title of any literary or artistic work;
(8) Arising out of an offense committed by
an insured whose business is:
(a) Advertising, broadcasting,
publishing or telecasting;
(b) Designing or determining content
of web sites for others; or
(c) An Internet search, access,
content or service provider.

However, this exclusion does not
apply to Paragraphs a., b. and c.
under the definition of "personal and
advertising injury" in Section G. —
Liability And Medical Expenses
Definitions.

For the purposes of this exclusion,
placing an "advertisement" for or
linking to others on your web site, by
itself, is not considered the business
of advertising, broadcasting,
publishing or telecasting;
Arising out of an electronic chat room
or bulletin board the insured hosts,
owns, or over which the insured
exercises control;
(10) Arising out of the unauthorized use of
another's name or product in your e-mail
address, domain name or metatags, or
any other similar tactics to mislead
another's potential customers;
(11) Arising out of the violation of a
person's right of privacy created by
any state or federal act.

However, this exclusion does not
apply to liability for damages that the
insured would have in the absence of
such state or federal act;
(12) Arising out of:
(a) An "advertisement" for others on
your web site;
(b) Placing a link to a web site of
others on your web site;
(c) Content from a web site of others
displayed within a frame or border
on your web site. Content includes
information, code, sounds, text,
graphics or images; or
(d) Computer code, software or
programming used to enable:
(i) Your web site; or
(ii) The presentation or functionality
of an "advertisement" or other
content on your web site;
(9)

Page 8 of 24 ends

q•
(13) Arising out of a violation of any anti-
trust law;
(14) Arising out of the fluctuation in price or
value of any stocks, bonds or other
securities; or
(15) Arising out of discrimination or
humiliation committed by or at the
direction of any "executive officer",
director, stockholder, partner or
member of the insured.

Electronic Data
Damages arising out of the loss of, loss of
use of, damage to, corruption of, inability
to access, or inability to manipulate
"electronic data".
r. Employment -Related Practices
"Bodily injury" or "personal and advertising
injury" to:
(1)
A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practices,
policies, acts or omissions, such as
coercion, demotion, evaluation,
reassignment, discipline,
defamation, harassment, humiliation
or discrimination directed at that
person; or
(2) The spouse, child, parent, brother or
sister of that person as a
consequence of "bodily injury" or
"personal and advertising injury" to the
person at whom any of the
employment-related practices
described in Paragraphs (a), (b), or (c)
above is directed.

This exclusion applies:
(1) Whether the insured may be liable as
an employer or in any other capacity;
and
(2) To any obligation to share damages
with or repay someone else who must
pay damages because of the injury.
s. Asbestos
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the "asbestos hazard".
(2) Any damages, judgments, settlements,
loss, costs or expenses that:

BUSINESS LIABILITY COVERAGE FORM
(a)
May be awarded or incurred by
reason of any claim or suit
alleging actual or threatened injury
or damage of any nature or kind to
persons or property which would
not have occurred in whole or in
part but for the "asbestos hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or
others test for, monitor, clean up,
remove, encapsulate, contain,
treat, detoxify or neutralize or in
any way respond to or assess the
effects of an "asbestos hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
t. Violation Of Statutes That Govern E -
Mails, Fax, Phone Calls Or Other
Methods Of Sending Material Or
Information
"Bodily injury", "property damage", or
"personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to
violate:
(1) The Telephone Consumer Protection
Act (TCPA), including any amendment
of or addition to such law;
(2) The CAN -SPAM Act of 2003, including
any amendment of or addition to such
law; or
Any statute, ordinance or regulation,
other than the TCPA or CAN -SPAM Act
of 2003, that prohibits or limits the
sending, transmitting, communicating or
distribution of material or information.

Damage To Premises Rented To You —
Exception For Damage By Fire, Lightning
or Explosion
Exclusions c. through h. and k. through o. do
not apply to damage by fire, lightning or
explosion to premises rented to you or
temporarily occupied by you with permission of
the owner. A separate Limit of Insurance
applies to this coverage as described in
Section D. - Liability And Medical Expenses
Limits Of Insurance.
(3)
Form SS 00 08 04 05 Page 9 of 24

BUSINESS LIABILITY COVERAGE FORM

2. Applicable To Medical Expenses Coverage
We will not pay expenses for "bodily injury':
a. Any Insured
To any insured, except "volunteer workers".
b. Hired Person
To a person hired to do work for or on behalf
of any insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that part of
premises you own or rent that the person
normally occupies.
d. Workers' Compensation And Similar
Laws
To a person, whether or not an
"employee" of any insured, if benefits for
the "bodily injury" are payable or must be
provided under a workers' compensation
or disability benefits law or a similar law.
e. Athletics Activities
To a person injured while practicing,
instructing or participating in any physical
exercises or games, sports or athletic
contests.
f. Products -Completed Operations Hazard
Included with the "products -completed
operations hazard".

Business Liability Exclusions
Excluded under Business Liability Coverage.

C. WHO IS AN INSURED

1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the
conduct of a business of which you are the
sole owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an
insured. Your members are also insureds,
but only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
d. An organization other than a partnership,
joint venture or limited liability company, you
are an insured. Your "executive officers" and
directors are insureds, but only with respect
to their duties as your officers or directors.

Your stockholders are also insureds, but only
with respect to their liability as stockholders.
g.
e. A trust, you are an insured. Your trustees
are also insureds, but only with respect to
their duties as trustees.

2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you
are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by
you or while performing duties related to
the conduct of your business.

However, none of these "employees" or
"volunteer workers" are insureds for:
(1) "Bodily injury" or "personal and
advertising injury":
(a) To you, to your partners or
members (if you are a partnership
or joint venture), to your members
(if you are a limited liability
company), or to a co -"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other
"volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, parent,
brother or sister of that co -
"employee" or that "volunteer
worker" as a consequence of
Paragraph (1)(a) above;
(c) For which there is any obligation
to share damages with or repay
someone else who must pay
damages because of the injury
described in Paragraphs (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.

If you are not in the business of
providing professional health care
services, Paragraph (d) does not apply
to any nurse, emergency medical
technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property:
(a) Owned, occupied or used by,

Page 10 of 24 ends

(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", "volunteer workers",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has
been appointed.
d. Legal Representative If You Die
Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.

The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
Insured if there is no other similar insurance
available to that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and

BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.

4. Operator Of Mobile Equipment
With respect to "mobile equipment" registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.

However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co -"employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.

However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co -"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.

6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Form SS 00 08 04 05 Page 11 of 24

BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement, or the issuance of the permit.

A person or organization is an additional
insured under this provision only for that
period of time required by the contract,
agreement or permit.

However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. — Optional Additional Insured Coverages.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), 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 and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products -completed operations hazard".
(1) The insurance afforded to the vendor
is subject to the following additional
exclusions:

This insurance 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
(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:
(i) The exceptions contained in
Subparagraphs (d) or (f); or
(ii) 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.
b. Lessors Of Equipment
(g)
(1)
Any person or organization from
whom you lease equipment; but only
with respect to their liability for "bodily
injury", "property damage" or
"personal and advertising injury"
caused, in whole or in part, by your
maintenance, operation or use of
equipment leased to you by such
person or organization.

Page 12 of 24 ends

(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to any
"occurrence" which takes place after
you cease to lease that equipment.
c. Lessors Of Land Or Premises
(1) Any person or organization from
whom you lease land or premises, but
only with respect to liability arising out
of the ownership, maintenance or use
of that part of the land or premises
leased to you.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) Any "occurrence" which takes
place after you cease to lease that
land or be a tenant in that
premises; or
(b) Structural alterations, new
construction or demolition
operations performed by or on
behalf of such person or
organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but
only with respect to liability for "bodily
injury', "property damage" or "personal
and advertising injury' caused, in whole
or in part, by your acts or omissions or
the acts or omissions of those acting on
your behalf:
(a) In connection with your premises;
or
(b) In the performance of your
ongoing operations performed by
you or on your behalf.
(2) With respect to the insurance afforded
to these additional insureds, the
following additional exclusion applies:

This insurance does not apply to
"bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of or the
failure to render any professional
services by or for you, including:
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory,
architectural
activities.
inspection,
or engineering

BUSINESS LIABILITY COVERAGE FORM
e. Permits Issued By State Or Political
Subdivisions
(1) Any state or political subdivision, but
only with respect to operations
performed by you or on your behalf for
which the state or political subdivision
has issued a permit.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) "Bodily injury", "property damage"
or "personal and advertising
injury" arising out of operations
performed for the state or
municipality; or
(b) "Bodily injury' or "property damage"
included within the "products -
completed operations hazard".
f. Any Other Party
(1) Any other person or organization who
is not an insured under Paragraphs a.
through e. above, but only with
respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or
in part, by your acts or omissions or
the acts or omissions of those acting
on your behalf:
(a) In the performance of your
ongoing operations;
(b) In connection with your premises
owned by or rented to you; or
(c) In connection with "your work" and
included within the "products -
completed operations hazard", but
only if
(i) The written contract or written
agreement requires you to
provide such coverage to
such additional insured; and
(ii) This Coverage Part provides
coverage for "bodily injury" or
"property damage" included
within the "products -
completed operations hazard".
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of, or the
failure to render, any professional
architectural, engineering or surveying
services, including:

Form SS 00 08 04 05 Page 13 of 24

BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory, inspection,
architectural or engineering
activities.

The limits of insurance that apply to additional
insureds are described in Section D. — Limits
Of Insurance.

How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in Section E. — Liability And Medical Expenses
General Conditions.

No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named Insured in
the Declarations.

D. LIABILITY AND MEDICAL EXPENSES

LIMITS OF INSURANCE

1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and
"property damage" included in the
"products -completed operations hazard" is
the Products -Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.

This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad.

This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies, the most we will pay for the sum of all
damages because of all "bodily injury",
"property damage" and medical expenses
arising out of any one "occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.

The most we will pay for all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Limit
shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to 2.b. above, the most we will pay for
the sum of all damages because of all
"personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertising Injury Limit shown in the
Declarations.

5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.

In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.

6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
under this Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of Insurance shown in the
Declarations.

Such amount shall be a part of and not in
addition to the Limits of Insurance shown in
the Declarations and described in this Section.

Page 14 of 24 ends

If more than one limit of insurance under this
policy and any endorsements attached thereto
applies to any claim or "suit', the most we will pay
under this policy and the endorsements is the
single highest limit of liability of all coverages
applicable to such claim or "suit". However, this
paragraph does not apply to the Medical Expenses
limit set forth in Paragraph 3. above.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months, starting
with the beginning of the policy period shown in the
Declarations, unless the policy period is extended
after issuance for an additional period of less than 12 months. In that case, the additional period will be
deemed part of the last preceding period for purposes
of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES

GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence,
Offense, Claim Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to
it that we are notified as soon as
practicable of an "occurrence" or an
offense which may result in a claim. To
the extent possible, notice should include:
(1) How, when and where the "occurrence"
or offense took place;
(2) The names and addresses of any
injured persons and witnesses; and
The nature and location of any injury
or damage arising out of the
"occurrence" or offense.
b. Notice Of Claim
If a claim is made or "suit" is brought
against any insured, you or any additional
insured must:
(1) Immediately record the specifics of the
claim or "suit" and the date received;
and
(2) Notify us as soon as practicable.

You or any additional insured must see to
it that we receive a written notice of the
claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The
Insured
(3)
You and any other involved insured must:

BUSINESS LIABILITY COVERAGE FORM
(1) Immediately send us copies of any
demands, notices, summonses or
legal papers received in connection
with the claim or "suit";
(2) Authorize us to obtain records and
other information;
Cooperate with us in the investigation,
settlement of the claim or defense
against the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization that may be
liable to the insured because of injury
or damage to which this insurance
may also apply.
d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insured's Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional insured
must submit such claim or "suit" to the
other insurer for defense and indemnity.

However, this provision does not apply to
the extent that you have agreed in a
written contract, written agreement or
permit that this insurance is primary and
non-contributory with the additional
insured's own insurance.
(3)
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. 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;
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.
(3)
Form SS 00 08 04 05 Page 15 of 24

BUSINESS LIABILITY COVERAGE FORM
This Paragraph f. applies separately to
you and any additional insured.

3. Financial Responsibility Laws
a. When this policy is certified as proof of
financial responsibility for the future under
the provisions of any motor vehicle
financial responsibility law, the insurance
provided by the policy for "bodily injury"
liability and "property damage" liability will
comply with the provisions of the law to
the extent of the coverage and limits of
insurance required by that law.
b. With respect to "mobile equipment' to
which this insurance applies, we will
provide any liability, uninsured motorists,
underinsured motorists, no-fault or other
coverage required by any motor vehicle
law. We will provide the required limits for
those coverages.

4. Legal Action Against Us
No person or organization has a right under
this Coverage Form:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this Coverage Form unless
all of its terms have been fully complied
with.

A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this insurance or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the
claimant or the claimants legal representative.

5. Separation Of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned
in this policy to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
a claim is made or "suit" is brought.

6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
(1) The statements in the Declarations
are accurate and complete;
(2) Those statements are based upon
representations you made to us; and
(3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose
Hazards
If unintentionally you should fail to disclose
all hazards relating to the conduct of your
business at the inception date of this
Coverage Part, we shall not deny any
coverage under this Coverage Part
because of such failure.

7. Other Insurance
If other valid and collectible insurance is
available for a loss we cover under this
Coverage Part, our obligations are limited as
follows:
a. Primary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
b. Excess Insurance
This insurance is excess over any of the
other insurance, whether primary, excess,
contingent or on any other basis:
(1) Your Work
That is Fire, Extended Coverage,
Builder's Risk, Installation Risk or
similar coverage for "your work";
(2) Premises Rented To You
That is fire, lightning or explosion
insurance for premises rented to you
or temporarily occupied by you with
permission of the owner;
Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
"property damage" to premises rented
to you or temporarily occupied by you
with permission of the owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance
or use of aircraft, "autos" or watercraft to
the extent not subject to Exclusion g. of
Section A. — Coverages.

Property Damage To Borrowed
Equipment Or Use Of Elevators
If the loss arises out of "property
damage" to borrowed equipment or
the use of elevators to the extent not
subject to Exclusion k. of Section A. —
Coverages.
(3)
(5)

Page 16 of 24 ends

(6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
insurance; or
When You Add Others As An
Additional Insured To This
Insurance
(7)
That is other insurance available to an
additional insured.

However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part:
(a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described in c.
below.
(b) Primary And Non -Contributory
To Other Insurance When
Required By Contract
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non-contributory with
the additional insured's own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.

Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.

When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.

BUSINESS LIABILITY COVERAGE FORM
When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-
insured amounts under all that other
insurance.

We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.

8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring "suit" or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery (Waiver
Of Subrogation)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.

Form SS 00 08 04 05 Page 17 of 24

BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSURED

COVERAGES
If listed or shown as applicable in the Declarations,
one or more of the following Optional Additional
Insured Coverages also apply. When any of these
Optional Additional Insured Coverages apply,
Paragraph 6. (Additional Insureds When Required
by Written Contract, Written Agreement or Permit)
of Section C., Who Is An Insured, does not apply
to the person or organization shown in the
Declarations. These coverages are subject to the
terms and conditions applicable to Business
Liability Coverage in this policy, except as
provided below:

1. Additional Insured - Designated Person Or
Organization
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations, but only with respect to liability
for "bodily injury", "property damage" or
"personal and advertising injury" caused, in
whole or in part, by your acts or omissions or
the acts or omissions of those acting on your
behalf:
a. In the performance of your ongoing
operations; or
b. In connection with your premises owned
by or rented to you.

2. Additional Insured - Managers Or Lessors
Of Premises
a. WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Designated Person Or Organization; but only
with respect to liability arising out of the
ownership, maintenance or use of that part of
the premises leased to you and shown in the
Declarations.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) Any "occurrence" which takes place
after you cease to be a tenant in that
premises; or
(2) Structural alterations, new
construction or demolition operations
performed by or on behalf of such
person or organization.

3. Additional Insured - Grantor Of Franchise
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured -
Grantor Of Franchise, but only with respect to
their liability as grantor of franchise to you.

4. Additional Insured - Lessor Of Leased
Equipment
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured — Lessor of Leased 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 equipment leased to you by such
person(s) or organization(s).
b. With respect to the insurance afforded to
these additional insureds, this insurance
does not apply to any "occurrence" which
takes place after you cease to lease that
equipment.

5. Additional Insured - Owners Or Other
Interests From Whom Land Has Been
Leased
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured — Owners Or Other Interests From
Whom Land Has Been Leased, but only
with respect to liability arising out of the
ownership, maintenance or use of that part
of the land leased to you and shown in the
Declarations.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) Any "occurrence" that takes place
after you cease to lease that land; or
(2) Structural alterations, new
construction or demolition operations
performed by or on behalf of such
person or organization.

6. Additional Insured - State Or Political
Subdivision — Permits
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional

Page 18 of 24 ends

Insured — State Or Political Subdivision -
Permits, but only with respect to
operations performed by you or on your
behalf for which the state or political
subdivision has issued a permit.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of operations performed for
the state or municipality; or
(2) "Bodily injury" or "property damage"
included in the "product -completed
operations" hazard.

7. Additional Insured — Vendors
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
(referred to below as vendor) shown in the
Declarations as an Additional Insured -
Vendor, 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 and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products -completed operations hazard".
b. The insurance afforded to the vendor is
subject to the following additional exclusions:
(1) This insurance 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.

BUSINESS LIABILITY COVERAGE FORM
(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
(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:
(i) The exceptions contained in
Subparagraphs (d) or (f); or
(ii) 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.

8. Additional Insured — Controlling Interest
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured —
Controlling Interest, but only with respect to
their liability arising out of:
a. Their financial control of you; or
b. Premises they own, maintain or control
while you lease or occupy these premises.
(g)
Form SS 00 08 04 05 Page 19 of 24

BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for that person or
organization.

9. Additional Insured — Owners, Lessees Or
Contractors — Scheduled Person Or
Organization
a. WHO IS AN INSURED under Section C. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured — Owner, Lessees Or Contractors,
but only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole or
in part, by your acts or omissions or the
acts or omissions of those acting on your
behalf:
(1) In the performance of your ongoing
operations for the additional
insured(s); or
(2) In connection with "your work"
performed for that additional insured
and included within the "products -
completed operations hazard", but
only if this Coverage Part provides
coverage for "bodily injury" or
"property damage" included within the
"products -completed operations
hazard".
b. With respect to the insurance afforded to
these additional insureds, this insurance
does not apply to "bodily injury", "property
damage" or "personal an advertising
injury" arising out of the rendering of, or
the failure to render, any professional
architectural, engineering or surveying
services, including:
(1) The preparing, approving, or failure to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications; or
(2) Supervisory, inspection, architectural
or engineering activities.

10. Additional Insured — Co -Owner Of Insured
Premises
WHO IS AN INSURED under Section C. is
amended to include as an additional insured
the person(s) or Organization(s) shown in the
Declarations as an Additional Insured — Co -
Owner Of Insured Premises, but only with
respect to their liability as co-owner of the
premises shown in the Declarations.

The limits of insurance that apply to additional
insureds are described in Section D. — Limits Of
Insurance.

How this insurance applies when other insurance
is available to an additional insured is described in
the Other Insurance Condition in Section E. —
Liability And Medical Expenses General
Conditions.

G. LIABILITY AND MEDICAL EXPENSES

DEFINITIONS

1. "Advertisement" means the widespread public
dissemination of information or images that
has the purpose of inducing the sale of goods,
products or services through:

Radio;
Television;
Billboard;
Magazine;
Newspaper;
b. The Internet, but only that part of a web
site that is about goods, products or
services for the purposes of inducing the
sale of goods, products or services; or
c. Any other publication that is given
widespread public distribution.

However, "advertisement" does not include:
a. The design, printed material, information
or images contained in, on or upon the
packaging or labeling of any goods or
products; or
b. An interactive conversation between or
among persons through a computer network.

2. "Advertising idea" means any idea for an
"advertisement".

3. "Asbestos hazard" means an exposure or
threat of exposure to the actual or alleged
properties of asbestos and includes the mere
presence of asbestos in any form.

4. "Auto" means a land motor vehicle, trailer or
semi -trailer designed for travel on public
roads, including any attached machinery or
equipment. But "auto" does not include
"mobile equipment".

5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the
above, mental anguish or death at any time.

6. "Coverage territory" means:

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a. The United States of America (including its
territories and possessions), Puerto Rico
and Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course
of travel or transportation between any
places included in a. above;
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you
in the territory described in a. above;
(2) The activities of a person whose home
is in the territory described in a.
above, but is away for a short time on
your business; or
(3) "Personal and advertising injury"
offenses that take place through the
Internet or similar electronic means of
communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and
possessions), Puerto Rico or Canada, in a
"suit" on the merits according to the
substantive law in such territory, or in a
settlement we agree to.

7. "Electronic data" means information, facts or
programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from
computer software, including systems and
applications software, hard or floppy disks,
CD-ROMS, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.

8. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

9. "Executive officer" means a person holding
any of the officer positions created by your
charter, constitution, by-laws or any other
similar governing document.

10. "Hostile fire" means one which becomes
uncontrollable or breaks out from where it was
intended to be.

11. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or

BUSINESS LIABILITY COVERAGE FORM
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by:
a. The repair, replacement, adjustment or
removal of "your product" or "your work";
or
b. Your fulfilling the terms of the contract or
agreement.

12. "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 or explosion to premises while
rented to you or temporarily occupied by
you with permission of the owner is
subject to the Damage To Premises
Rented To You limit described in Section
D. — Liability and Medical Expenses Limits
of Insurance.
b. A sidetrack agreement;
c. Any easement or license agreement,
including an easement or license
agreement in connection with construction
or demolition operations on or within 50
feet of a railroad;
d. Any obligation, as required by ordinance,
to indemnify a municipality, except in
connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or
agreement pertaining to your business
(including an indemnification of a
municipality in connection with work
performed for a municipality) under which
you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to a third person or organization,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf.

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

Paragraph f. includes that part of any
contract or agreement that indemnifies a
railroad for "bodily injury" or "property
damage" arising out of construction or
demolition operations within 50 feet of any
railroad property and affecting any railroad
bridge or trestle, tracks, road -beds, tunnel,
underpass or crossing.

However, Paragraph f. does not include
that part of any contract or agreement:

Form SS 00 08 04 05 Page 21 of 24

BUSINESS LIABILITY COVERAGE FORM
(1) That indemnifies an architect,
engineer or surveyor for injury or
damage arising out of:
(a) Preparing, approving or failing to
prepare or approve maps, shop
drawings, opinions, reports,
surveys, field orders, change
orders, designs or drawings and
specifications; or
(b) Giving directions or instructions,
or failing to give them, if that is the
primary cause of the injury or
damage; or
(2) Under which the insured, if an
architect, engineer or surveyor,
assumes liability for an injury or
damage arising out of the insured's
rendering or failure to render
professional services, including those
listed in (1) above and supervisory,
inspection, architectural or
engineering activities.

13. "Leased worker" means a person leased to
you by a labor leasing firm under an
agreement between you and the labor leasing
firm, to perform duties related to the conduct of
your business. "Leased worker" does not
include a "temporary worker".

14. "Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not
attached to the aircraft, watercraft or "auto".

15. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and
other vehicles designed for use principally
off public roads;
b. Vehicles maintained for use solely on or
next to premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on
which are permanently mounted:
(1) Power cranes, shovels, loaders,
diggers or drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers
or rollers;
e. Vehicles not described in a., b., c., or d.
above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
(1) Air compressors, pumps and
generators, including spraying,
welding, building cleaning,
geophysical exploration, lighting and
well servicing equipment; or
(2) Cherry pickers and similar devices
used to raise or lower workers;
f. Vehicles not described in a., b., c., or d.
above maintained primarily for purposes
other than the transportation of persons or
cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but
will be considered "autos":
(1)
Equipment, of at least 1,000 pounds
gross vehicle weight, designed
primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
Air compressors, pumps and
generators, including spraying,
welding, building cleaning,
geophysical exploration, lighting and
well servicing equipment.

16. "Occurrence" means an accident, including
continuous or repeated exposure to substantially
the same general harmful conditions.

17. "Personal and advertising injury" means injury,
including consequential "bodily injury", arising
out of one or more of the following offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
(3)

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c. The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or
premises that the person occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic publication of
material that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services;
e. Oral, written or electronic publication of
material that violates a person's right of
privacy;
f. Copying, in your "advertisement", a
person's or organization's "advertising
idea" or style of "advertisement";
Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisement"; or
h. Discrimination or humiliation that results in
injury to the feelings or reputation of a
natural person.

18. "Pollutants" means any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.
g.

19. "Products -completed operations hazard";
a. Includes all "bodily injury" and "property
damage" occurring away from premises
you own or rent and arising out of "your
product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed
or abandoned. However, "your work"
will be deemed to be completed at the
earliest of the following times:
(a) When all of the work called for in
your contract has been completed.
(b) When all of the work to be done at
the job site has been completed if
your contract calls for work at
more than one job site.
(c) When that part of the work done at
a job site has been put to its
intended use by any person or
organization other than another
contractor or subcontractor
working on the same project.

BUSINESS LIABILITY COVERAGE FORM
Work that may need service, maintenance,
correction, repair or replacement, but
which is otherwise complete, will be
treated as completed.

The "bodily injury" or "property damage"
must occur away from premises you own
or rent, unless your business includes the
selling, handling or distribution of "your
product" for consumption on premises you
own or rent.
b. Does not include "bodily injury" or
"property damage" arising out of:
(1) The transportation of property, unless
the injury or damage arises out of a
condition in or on a vehicle not owned
or operated by you, and that condition
was created by the "loading or
unloading" of that vehicle by any
insured; or
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials.

20. "Property damage" means:
a. Physical injury to tangible property,
including all resulting loss of use of that
property. All such loss of use shall be
deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use
shall be deemed to occur at the time of
"occurrence" that caused it.

As used in this definition, "electronic data" is
not tangible property.

21. "Suit" means a civil proceeding in which
damages because of "bodily injury", "property
damage" or "personal and advertising injury"
to which this insurance applies are alleged.
"Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the
insured must submit or does submit with
our consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits
with our consent.

22. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.

23. "Volunteer worker" means a person who:
a. Is not your "employee";
Form SS 00 08 04 05 Page 23 of 24

BUSINESS LIABILITY COVERAGE FORM
b. Donates his or her work;
c. Acts at the direction of and within the
scope of duties determined by you; and
d. Is not paid a fee, salary or other
compensation by you or anyone else for
their work performed for you.

24. "Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name;
or
(c) A person or organization whose
business or assets you have
acquired; and
(2) Containers (other than vehicles),
materials, parts or equipment
furnished in connection with such
goods or products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or
other property rented to or located for the
use of others but not sold.

25. "Your work":
a. Means:
(1) Work or operations performed by you
or on your behalf; and
(2) Materials, parts or equipment
furnished in connection with such work
or operations.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your work"; and
(2) The providing of or failure to provide
warnings or instructions.

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Business Auto Broadening Endorsement
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) II. EMPLOYEES AS INSUREDS
III. AUTOMATIC ADDITIONAL INSURED
IV. EMPLOYEE HIRED AUTO LIABILITY
V. SUPPLEMENTARY PAYMENTS
VI. FELLOW EMPLOYEE COVERAGE
VII. ADDITIONAL TRANSPORTATION EXPENSE
VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE
IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
X. LOAN/LEASE GAP COVERAGE
XI. GLASS REPAIR — DEDUCTIBLE WAIVER
XII. TWO OR MORE DEDUCTIBLES
XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION
XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO — COVERAGE TERRITORY
XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH MCA85100817-CA
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved.

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BUSINESS AUTO COVERAGE FORM
NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity.

Coverage under this provision is afforded only until the end of the policy period.

Coverage does not apply to an "accident" which occurred before you acquired or formed the organization.

II. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
e. 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.

III. AUTOMATIC ADDITIONAL INSURED
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
f. Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II.

IV. EMPLOYEE HIRED AUTO LIABILITY
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
g.

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.

V. SUPPLEMENTARY PAYMENTS
SECTION II — LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Subparagraphs (2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds.
(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.

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VI. FELLOW EMPLOYEE COVERAGE:

SECTION II — LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance.

VII. ADDITIONAL TRANSPORTATION EXPENSE
SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses, is replaced with the following:

We will pay up to $50 per day to a maximum of $1000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 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". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location.

VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE
SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added:
c. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the following limit:
(1) The most we will pay for "loss" to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less
(2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to "loss" caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance.

IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE
SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following:

This exclusion does not apply to the accidental discharge of an airbag.

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X. LOAN/LEASE GAP COVERAGE
SECTION III - PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added:

4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto," less:
a. The amount paid under the Physical Damage Coverage Section of the 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 returned by the lessor;
(4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases.

The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that insured auto at the time of the loss.

XI. GLASS REPAIR — DEDUCTIBLE WAIVER
SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:

No deductible applies to glass damage if the glass is repaired rather than replaced.

XII. TWO OR MORE DEDUCTIBLES
SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added:

If two or more "company" policies or coverage forms apply to the same accident:

1. If the applicable Business Auto deductible is the smallest, it will be waived; or

2. If the applicable Business Auto deductible is not the smallest, it will be reduced by the amount of the smallest deductible; or

3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived.

For the purpose of this endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies.

XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", you must notify us of an "accident" applies only when the "accident" 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.

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XIV. WAIVER OF SUBROGATION
SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following:

5. Transfer Of Rights Of Recovery Against Others To Us
We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.

XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added:

Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery.

This provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal.

XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. For Hired Auto Physical Damage Coverage, is replaced by 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".

XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the following is added and supersedes any provision to the contrary:
e. 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.

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XVIII. HIRED AUTO - COVERAGE TERRITORY
SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following:
e. Anywhere in the world if:
(1) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and
(2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to.

XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V — DEFINITIONS, C. "Bodily Injury" is amended by adding the following:
"Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease.

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72 WEC EU2873 Endorsement Number:

Effective Date: 09/01/23 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: DAVID TAUSSIG AND ASSOCIATES, INC. 18201 VON KARMAN AVE STE 220
IRVINE CA 92612
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 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us
Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Process Date: 07/23/23 Policy Expiration Date: 09/01/24

Placentia City CouncilJune 18, 2024

Placentia City Council
June 18, 2024