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Agenda packet

Placentia City Council
June 17, 2025

Document
Agenda packet
Meeting
June 17, 2025
Body
Placentia City Council
Pages
381
Original file
1.7 MB
Text extracted from the city's file for reading and search. Open the original on portal.laserfiche.com. That file is the official record.

Robert S. McKinnell
City Clerk
Kevin A. Larson
City Treasurer
Jennifer Lampman
City Administrator
Christian L. Bettenhausen
City Attorney
Placentia City Council
Placentia City Council as Successor to the
Placentia Redevelopment Agency
Placentia Industrial Commercial
Development Authority
Placentia Public Financing Authority
AGENDA
June 17, 2025
Council Chambers
401 E Chapman Ave.

Placentia, CA 92870
Phone: (714) 993-8117
Email: [email protected]
www.placentia.org

KEVIN KIRWIN
Mayor
District 2
CHAD P. WANKE
Mayor Pro Tem
District 4

THOMAS HUMMER
Councilmember
District 1
WARD L. SMITH
Councilmember
District 5
JEREMY B. YAMAGUCHI
Councilmember
District 3
Mission Statement
The City Council is committed to keeping Placentia a pleasant place by providing a safe family atmosphere, superior public services and policies that promote the highest standards of community life.

Vision Statement
The City of Placentia will maintain an open, honest, responsive and innovative government that delivers quality services in a fair and equitable manner while optimizing available resources.

Copies of all agenda materials are available for public review in the Office of the City Clerk, online at www.placentia.org , and at Placentia Library Reference Desk. Persons who have questions concerning any agenda item may call the City Clerk's Office, (714) 993-8231, to make inquiry concerning the nature of the item described on the agenda.

Procedures for Addressing the Council/Board Members
Any person who wishes to speak regarding an item on the agenda or on a subject within the City's jurisdiction during the"Oral Communications" portion of the agenda should fill out a "Speaker Request Form" and give it to the City Clerk BEFORE that portion of the agenda is called. Testimony for Public Hearings will only be taken at the time of the hearing. Any person who wishes to speak on a Public Hearing item should fill out a "Speaker Request Form" and give it to the City Clerk BEFORE the item is called.

The Council and Board members encourage free expression of all points of view. To allow all persons the opportunity to speak, please keep your remarks brief. If others have already expressed your position, you may simply indicate that you agree with a previous speaker. If appropriate, a spokesperson may present the views of an entire group. To encourage all views, the Council and Board discourage clapping, booing or shouts of approval or disagreement from the audience.

PLEASE SILENCE ALL PAGERS, CELL PHONES, AND OTHER ELECTRONIC EQUIPMENT WHILE COUNCIL AND BOARD MEMBERS ARE IN SESSION.

Special Accommodations
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk's Office at (714) 993-8231. Notification 48 hours prior to the meeting will generally enable City staff to make reasonable arrangements to ensure accessibility. (28 CFR 35.102.35.104 ADA Title II) In compliance with California Government Code § 54957.5, any writings or documents provided to a majority of the City Council regarding any item on this agenda that are not exempt from disclosure under the Public Records Act will be made available for public inspection at the City Clerk's Office at City Hall, 401 East Chapman Avenue, Placentia, during normal business hours.

Study Sessions are open to the public and held in the City Council Chambers or City Hall Community Room. Closed Sessions are held in the Council Caucus Room. While the public may be in attendance during oral announcements preceding Closed Sessions, Closed Sessions are not open to the public.
1 PLACENTIA CITY COUNCIL REGULAR

MEETING AGENDA - CLOSED SESSION
June 17, 2025
5:00 p.m. - City Council Chambers
401 E. Chapman Avenue, Placentia, CA
CALL TO ORDER:

ROLL CALL:

Councilmember/Board Member Hummer
Councilmember/Board Member Smith
Councilmember/Board Member Yamaguchi
Mayor Pro Tem/Board Vice Chair Wanke
Mayor/Board Chair Kirwin
ORAL COMMUNICATIONS:

At this time the public may address the City Council and Boards of Directors concerning any items on the Closed Session Agenda only. There is a five (5) minute time limit for each individual addressing the City Council and Boards of Directors. The City Council and Boards of Directors will recess to the City Council Caucus Room for the purpose of conducting their Closed Session proceedings.

CLOSED SESSION PROCEEDINGS:

The City Council and Boards of Directors will recess to the City Council Caucus Room for the purpose of conducting their Closed Session proceedings.

Pursuant to Government Code Section 54957.6

CONFERENCE WITH LABOR NEGOTIATOR
Agency Designated Representatives: Jennifer Lampman, City Administrator Alice Burnett, Director of Human Resources
Employee Organizations: Placentia City Employees Association (PCEA) Placentia Firefighters Association (PFA)
Placentia Fire Management Association (PFMA)
Placentia Police Management Association (PPMA)
Placentia Police Officers Association (PPOA)
Unrepresented Employees
Pursuant to Government Code Section 54956.9(d)(4)
CONFERENCE WITH LEGAL COUNSEL — Anticipation Litigation Potential Initiation of Litigation
(2 Cases)
Pursuant to Government Code Section 54957(b)(1):

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Administrator
RECESS: The City Council and Boards of Directors will recess to their 7:00 p.m.

Regular Meeting.
2 PLACENTIA CITY COUNCIL

REGULAR MEETING AGENDA
June 17, 2025
7:00 p.m. - City Council Chambers
401 E. Chapman Avenue, Placentia, CA
CALL TO ORDER:

ROLL CALL:

Councilmember/Board Member Hummer
Councilmember/Board Member Smith
Councilmember/Board Member Yamaguchi
Mayor Pro Tem/Board Vice Chair Wanke
Mayor/Board Chair Kirwin
INVOCATION: Chaplain Kenneth Curry
PLEDGE OF ALLEGIANCE: Placentia Fire Chief Jason Dobine PRESENTATIONS: None
CLOSED SESSION REPORT:

CITY ADMINISTRATOR REPORT:

ORAL COMMUNICATIONS:

At this time the public may address the City Council and Boards of Directors concerning any agenda item, which is not a public hearing item, or on matters within the jurisdiction of the City Council and Boards of Directors. There is a five (5) minute time limit for each individual addressing the City Council and Boards of Directors.

CITY COUNCIL MEMBER COMMENTS:

1. CONSENT CALENDAR (1a..1p):

All items on the Consent Calendar are considered routine and are enacted by one motion approving the recommended action listed on the Agenda. Any Member of the City Council and Boards of Directors or City Administrator may request an item be removed from the Consent Calendar for discussion. All items removed shall be considered immediately following action on the remaining items.

1.a Consideration to Waive Reading in Full of all Ordinances and Resolutions Fiscal Impact:

None.

Recommended Action: It is recommended that the City Council:

Approve.

1.b City Fiscal Year 2024-25 Registers for June 17, 2025 Check Register
Fiscal Impact: $ 621,491.08
3 Electronic Disbursement Register
Fiscal Impact: $ 809,569.78
Recommended Action: It is recommended that the City Council: Receive and file.

1.c Amendment No. 3 to Professional Services Agreement with HdL Companies for Sales Tax Auditing and Consulting Services
Fiscal Impact:

Expense: $6,540 Annual Fee Plus Additional Fees Contingent on Recovered Revenue Budgeted in FY2025-26 Proposed Budget (102020-6099) Recommended Action: It is recommended that the City Council take the following actions:

1. Approve Amendment No. 3 to the Professional Services Agreement with Hinderliter, de Llamas and Associates (HdL Companies) for Sales Tax Analysis and Auditing Services for a term ending June 30, 2026; and

2. Authorize the City Administrator and/or her designee to execute all the necessary documents in a form approved by the City Attorney.

1.d Amendment No. 1 to Professional Services Agreement with CliftonLarsonAllen (CLA) for Financial Auditing Services
Fiscal Impact:

FY 2025/26: $93,673 Annual Contract Amount (102020-6010) FY 2026/27: $96,778 Annual Contract Amount (102020-6010) Recommeded Action: It is recommended that the City Council take the following actions:

1. Approve Amendment No. 1 to the Professional Services Agreement with CliftonLarsonAllen for financial auditing services extending the term to June 30, 2027 and increasing compensation by $210,000, for a total not to exceed amount of $425,000; and

2. Authorize the City Administrator and/or her designee to execute all the necessary documents in a form approved by the City Attorney.

1.e Approve Amendment No 1 to Support Services Agreement with PlanetBids for eProcurement Software Platform
Fiscal Impact:

FY2025/26: $28,028 (101523-6136)
FY2026/27: $28,869 (101523-6136)
Recommended Action: It is recommended that the City Council take the following action:

1. Approve the Amended Support Services Software Agreement with PlanetBids, Inc. for an extension of two (2) years; and

2. Authorize the City Administrator and/or her designee to execute all the necessary documents in a form approved by the City Attorney.

1.f Resolution Declaring Certain Right -of -Way Property Near 450 S. Placentia Avenue 4 on Industrial Way as Exempt Surplus Land for Purposes of the Surplus Land Act Fiscal Impact:

The request to adopt a Resolution declaring that the Property is surplus land and is not necessary for the City's use and directing the City Administrator to follow the procedures set forth in the Surplus Land Act, California Government Code Section 54220, et seq., as amended, for the sale of surplus land can be done within the existing operating budget. In the event that the City sells said Property, the process will be subject to its own Fiscal Impact at said time.

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

1. Adopt Resolution No. R-2025-29, a Resolution of the City Council of the City of Placentia, California Finding that Sale of the Subject Property as Surplus is Exempt from Environmental Review Under the California Environmental Quality Act ("CEQA") Pursuant to CEQA Guidelines Section 15312 and declaring property near 450 S. Placentia Avenue on Industrial Way as Exempt Surplus Land and directing the City Administrator to follow the procedures set forth in the Surplus Land Act, California Government Code Section 54220, et seq., as amended, for its disposition; finding that such declaration is exempt from environmental review under the California Environmental Quality Act; and

2. Authorize the City Administrator and/or her designee to execute all necessary documents, in a form approved by the City Attorney.

1.g Appointment of a Representative from the Placentia Yorba Linda Unified School District to the Centennial Steering Committee for the City's Centennial Planning Fiscal Impact:

There is no fiscal impact associated with the appointment to this Committee.

Recommended Action: It is recommended that the City Council take the following action:

1. Approve the appointment of Lorely Meza to serve on the Centennial Steering Committee in representation of the Placentia Yorba Linda Unified School District.

1.h Reject All Bids for Old Town Placentia Facade Improvement Project and Authorize Rebidding of Project
Fiscal Impact:

Budgeted: $321,069 FY 2024-25 CDBG Budget (302535-6401) Recommended Action: It is recommended that the City Council take the following actions:

1. Reject all bids and authorize the return of the bid bonds; and

2. Authorize Staff to solicit new bids for the Old Town Placentia Facade Improvement Project; and

3. Authorize the City Administrator and/or her designee to execute all necessary documents, in a form approved by the City Attorney.

1.i Professional Services Agreement with John L. Hunter and Associates, Inc. For 5 National Pollutant Discharge Elimination System (NPDES) Consulting Services Fiscal Impact:

Expense: $200,000 Total Cost for Services Over 3 Years
Budgeted: $25,000 FY 2025-26 Operating Budget (103593-6099) $87,500 Estimated for FY 2026-27 Operating Budget (103593-6099) $87,500 Estimated for FY 2027-28 Operating Budget (103593-6099) Recommended Action: It is recommended that the City Council take the following actions:

1. Approve a Professional Services Agreement with John L. Hunter and Associates, Inc., for a three-year contract not -to -exceed amount of $200,000 for NPDES Consulting Services with one (1) two-year term extension, based on consultant performance and at the discretion of the City; and

2. Authorize the City Administrator to extend term of agreement based on consultant performance and at the discretion of the City; and

3. Authorize the City Administrator to increase contract amendments up to 10%; and

4. Authorize City Administrator to extend the term of agreement based on Section

4.1 of the Agreement; and

5. Authorize the City Administrator and/or her designee to execute all the necessary documents in a form approved by the City Attorney.

1.j Resolution Adopting Fiscal Year 2025-26 Project List for Compliance with SB 1, The Road Repair and Accountability Act of 2017
Fiscal Impact:

Projected Revenue: $1,414,458 FY 2025-26 Budget
(SB 1/RMRA FUND)
Recommended Action: It is recommended that the City Council take the following actions:

1. Approve Resolution No. R-2025-32, a Resolution of the City Council of the City of Placentia, California, adopting the List of Projects for Fiscal Year 2025-26 funded by SB 1, The Road Repair and Accountability Act 2017; and

2. Authorize Staff to submit the project list and all necessary documentation to the California Transportation Commission to satisfy SB1 funding requirements; and

3. Authorize the City Administrator and/or her designee to execute all necessary documents, in a form approved by the City Attorney.

1.k Award of Contract to Anaheim Fullerton Towing for Official Towing and Storage of Vehicles
Fiscal Impact:

Revenue: $67,500
Franchise Fee (Flat Fee of $75 Per Vehicle)
Recommended Action: It is recommended that the City Council take the following actions:

1. Approve the Official Tow Service Agreement with Anaheim Fullerton Towing Company for the period covering July 1, 2025, to June 30, 2030, with the 6 option for two (2) additional one-year extensions, to be exercised at the sole discretion of the City; and

2. Adopt Resolution R-2025-33, a Resolution of the City Council of the City of Placentia, California, Issuing Certificates of Public Convenience and Necessity Approving the Official Towing and Storage Service Agreement; and

3. Authorize the City Administrator and/or her designee to execute the necessary documents, in a form approved by the City Attorney.

1.1 Amendment No. 1 to the Professional Services Agreement with California Yellow Cab for Senior Transportation Services and for Vendor Name Change to Orange County Yellow Cooperative, Inc. (OCYC)
Fiscal Impact:

Total Expense: $165,340.60
Leftover Funds FY 24-25: $61,502.48
General Fund: $33,068.12
Offsetting Revenue: $70,770
FY 24-25 Leftover Funds
20% Match Required by OCTA Grant
OCTA Measure M Funding
Recommended Action: It is recommended that City Council take the following actions:

1. Approve Amendment No. 1 to the Professional Services Agreement with Orange County Yellow Cooperative, Inc for Senior Transportation Services for the first one (1) year extension from the date that the agreement is fully executed in a not -to -exceed amount of $165,340.60; and

2. Approve Amendment No. 1 with Orange County Yellow Cooperative, Inc (OCYC) due to name change of Cabco Yellow Inc., dba California Yellow Cab; and

3. Authorize the City Administrator and/or her designee to execute all necessary documents, in a form approved by the City Attorney.

1.m Second Reading and Adoption of Ordinance O-2025-04, approving the designation of Fire Hazard Severity Zones within the City of Placentia.

Fiscal Impact:

The current fee schedule is intended to recover the costs of providing enforcement of the regulatory functions and enforcement.

Recommend Action: It is recommended that the City Council take the following action:

1. Waive full reading, by title only, and adopt Ordinance O-2025-04, An Ordinance of the City Council of the City of Placentia, California, Designating Fire Hazard Severity Zones.

1.n Acceptance of Resignation from the Planning Commission Fiscal Impact: None.

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

1. Accept the resignation of Thomas Ingalls from the Planning Commission 7 effective June 30, 2025; and,

2. Update the City's master Commission/Committee vacancy list to include one vacancy on the Planning Commission and solicit applications or make an appointment of a previous applicant.

1.o Acceptance of one Resignation from the Financial Audit Oversight Committee Fiscal Impact: None.

Recommended Action: It is recommended that the City Council take the following actions:
1 Accept the resignation of Maryam Zeineddine from the Financial Audit Oversight Committee; and

2. Update the City's master Commission/Committee vacancy list to include one vacancy on the Financial Audit Oversight Committee and solicit applications or make an appointment of a previous applicant.

1.p Resolution Appointing an Interim Director of Finance and Approving the Retired Annuitant Employment Agreement with the City of Placentia Fiscal Impact:

The Director of Finance is a regularly allocated position within the City's budget. The costs associated with an Interim Director of Finance can be covered in the FY 2024- 25 and FY 2025-26 budgets.

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

1. Adopt Resolution R-2025-34, A Resolution of the City Council of the City of Placentia, California Appointing Pamela Arends-King as Interim Director of Finance Pursuant to Government Code Section 21221 (H) and Approving the Retired Annuitant Employment Agreement; and

2. Approve the Retired Annuitant Employment Agreement; and

3. Authorize the City Administrator and/or her designee to execute all the necessary documents in a form approved by the City Attorney.

2. PUBLIC HEARING:

2.a Public Hearing to Provide for the Annual Levy of Assessment for the City of Placentia Landscape Maintenance District 92-1 for Fiscal Year 2025-26 Fiscal Impact:

For FY 2025-26, LMD No. 92-1 will have an estimated $440,867 in expenditures and projected assessment revenue of $457,992. There is no impact to the General Fund associated with these recommended actions.

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

1. Open the Public Hearing concerning the levy and collection of assessments within the Landscape Maintenance District 92-1; and

2. Receive the Staff Report, consider all public testimony, ask questions of Staff; and
8 3. Close the Public Hearing; and

4. Adopt Resolution No. R-2025-30, a Resolution of the City Council of the City of Placentia, California, approving Engineer's Report, confirming diagram and assessment, and ordering levy of continued assessments for Fiscal Year 2025- 26 for Placentia Landscape Maintenance District No. 92-1.

2.b Public Hearing to Provide for the Annual Levy of Assessment for the City of Placentia Street Lighting District 81-1 for Fiscal Year 2025-26
Fiscal Impact:

SLD No. 81-1 has estimated expenditures of $197,245 for FY 2025-26. The proposed assessment for FY 2025-26 will generate approximately $136,245 in revenue leaving a negative balance of $61,000, which is backfilled by the City's General Fund. SLD 81-1 has operated at a deficit for numerous years because of the limited ability to increase assessment rates to relieve the annual General Fund contribution to the District.

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

1. Open the Public Hearing concerning the levy and collection of assessments within the Placentia Street Lighting District 81-1; and

2. Receive the Staff Report, consider all public testimony, ask questions of Staff; and

3. Close the Public Hearing; and

4. Adopt Resolution No. R-2025-31, a Resolution of City Council of the City of Placentia, California, approving Engineer's Report, confirming diagram and assessment, and ordering levy of continued assessments for Fiscal Year 2025- 26 for Placentia Street Lighting District No. 81-1.

3. REGULAR AGENDA:

3.a One -Year Pilot Program to Extend Time Limit at the Main Street Public Parking Lot and Designate a 15 -Minute Parking Space in Front of 109 W. Santa Fe Avenue Fiscal Impact:

The fiscal impact is estimated to be approximately $1,000 which consists of Public Works Maintenance staff time to remove and replace the appropriate signage.

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

1. Receive the staff report and consider City Council input; and

2. Approve a one-year pilot program extending the time limit of the Main Street Public Parking Lot from 4 hours to 8 hours; and

3. Approve a one-year pilot program designating one 15 -minute parking space in front of 109 W. Santa Fe Avenue.

CITY COUNCIL MEMBERS REQUESTS:

Council Members may make requests or ask questions of Staff. If a Council Member would like to have formal action taken on a requested matter, it will be placed on a future Council or Board Agenda.
9 ADJOURNMENT
The City Council/Successor Agency/ICDA/PPFA Board of Directors will adjourn to a regular City Council meeting on Tuesday, July 1, 2025 at 5:00 p.m.

CERTIFICATION OF POSTING
I, Nancy Albitre-Seely, Interim Deputy City Clerk for the City of Placentia and Assistant Secretary of the Industrial Commercial Development Authority, the Successor Agency, and the Placentia Financing Authority hereby certify that the Agenda for the June 17, 2025, meetings of the City Council, Successor Agency, and Industrial Commercial Development Authority, and the Placentia Public Financing Authority was posted on June 12, 2025.

Nancy Albitre-Seely, Interim Deputy City Clerk
10 PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: June 17, 2025
Submitted by: Nancy Albitre-Seely
From: City Attorney's Office
Subject:

Pursuant to Government Code Section 54957.6

CONFERENCE WITH LABOR NEGOTIATOR
Agency Designated Representatives: Jennifer Lampman, City Administrator Alice Burnett, Director of Human Resources
Employee Organizations: Placentia City Employees Association (PCEA) Placentia Firefighters Association (PFA)
Placentia Fire Management Association (PFMA)
Placentia Police Management Association (PPMA)
Placentia Police Officers Association (PPOA)
Unrepresented Employees
Pursuant to Government Code Section 54956.9(d)(4)
CONFERENCE WITH LEGAL COUNSEL — Anticipation Litigation Potential Initiation of Litigation
(2 Cases)
Pursuant to Government Code Section 54957(b)(1):

PUBLIC EMPLOYEE PERFORMANCE EVALUATION
Title: City Administrator
11 Agenda Item No: 1.a

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: June 17, 2025
Submitted by: Nancy Albitre-Seely
From: City Clerk
Subject:

Consideration to Waive Reading in Full of all Ordinances and Resolutions Financial Impact:

Fiscal Impact:

None.

Recommendation:

Recommended Action: It is recommended that the City Council:

Approve.
12 Agenda Item No: 1.b

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: June 17, 2025
Submitted by: Gabriela Calin
From: Finance
Subject:

City Fiscal Year 2024-25 Registers for June 17, 2025
Check Register
Fiscal Impact: $ 621,491.08
Electronic Disbursement Register
Fiscal Impact: $ 809,569.78
Recommendation:

Recommended Action: It is recommended that the City Council: Receive and file.

Attachments
Check Register 06.17.2025.pdf
ACH Check Register 06.17.2025.pdf
13 City of Placentia
Check Register
For 06/17/2025
Type Vendor Namc/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
Check Totals by ID
AP 621,49L08
EP 0.00
IP 0.00
OP 0.00
Fund Name Check Tota
101 -General Fund (0010)
117 -Measure U Fund (0079)
205 -State Gas Tax (0017)
233 -Gen Plan Update Fees (0074)
234 -Technology Impact Fees (0075)
243 -City Quimby In Lieu Fee (0069)
261 -Public Safety CFD (0055)
265 -Landscape Maintenance (0029)
270-CDBG Fund (0030)
275 -Sewer Maintenance (0048)
401 -City Capital Projects (0033)
501 -Refuse Administration (0037)
601 -Employee Health & Wlfre (0039)
701 -Special Deposits (0044)
s by Fun
269,694.96
56,585.63
195.00
6,655.37
45,953.55
5,856.48
42,280.25
6,077.11
507.68
1,231.65
16,359.63
3,423.97
453.10
166,216.70
Check Total: 621,491.08
Grand Total: 621,491.08
Void Total:

Check Total:

Funds will be transferred from the Cash Basis Fund as needed to fund the wan -ants included on this warrant register

0.00 621,491.08
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
06/12/2025 :Date
08:22:41 :Time

U,
City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
MW OH 4 IMPRINT INC SPORT BOTTLES -NAT'L NIGHT OUT 103041-6401 V012909 Community Programs
MW OH ALL CITY MANAGEMENT 4/27-5/10 CROSSING GUARD SVS 103047-6290 V000005 Dept. Contract Services
MW OH ASSI SECURITY INC AVA AWARE CLOUD SUBSCR FOR 101523-6136 V011251 Software Maintenance
MW OH AT & T MOBILITY 5/8-6/7 IPAD CHARGES
V008709

MW OH AT&T
V011189
109595-6215
Telephone/Internet
CELL TOWER AREA SEARCH SVS 103041-6301
Special Department Expenses
MW OH AWARDS BY PAUL PLATE FOR PLAQUE - TOM HATCH 101001-6301 V006055 Special Department Expenses

MW OH BIGGS CARDOSA
MAR - ENGINEERING SVS 331801-6740
V010461 Infrastructure - Streets

MW OH BIGGS CARDOSA
APR - ENGINEERING SVS 331801-6740
V010461 Infrastructure - Streets
MW OH BUENA PARK PLAQUE & CITIZENS ACADEMY PLAQUES 103041-6301 V011364 Special Department Expenses
MW OH CALIFORNIA FIRE CHIEFS AFSS CONFERENCE - REG 103065-6245 AP052725 1,181.63 29479402
Check Total: 1,181.63
AP052725 5,541.61 101063
Check Total: 5,541.61
AP052725 6,650.00 77552
Check Total: 6,650.00
AP052725 255.05 X05152025
Check Total: 255.05
AP052725 195.00 563187
Check Total: 195.00
AP052725 53.88 58398
Check Total: 53.88
AP052725 14,830.84 93227
AP052725 477.79 93459
Check Total: 15,308.63
AP052725 449.25 105788
Check Total: 449.25
00134768 05/29/2025
P13468 00134769 05/29/2025
P13849 00134770 05/29/2025
00134771 05/29/2025
00134772 05/29/2025
00134773 05/29/2025
P13536 00134774 05/29/2025
P13536 00134774 05/29/2025
00134775 05/29/2025
AP052725 30.00 01416 00134776 05/29/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 1
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
V013061 Meetings & Conferences
MW OH CHARLES ABBOTT APR - FOG PROGRAM MGMT SVS 103593-6099 V012975 Professional Services
MW OH CITY OF FULLERTON SHARED SIGNAL MAINT/REPAIR 103590-6099 V000385 Professional Services
MW OH CLIFTONLARSONALLEN LLiFINANCE AUDIT FY23/24 102020-6010 V012348 Accounting & Auditing Service
MW OH COMCATE SOFTWARE INC 7/1-6/30 CODE ENF SOFT RENEWAL 101523-6366 V009760 Web Based Service/Subcriptions

MW OH DAVID TAUSSIG AND
APR - CONSULTING SVS 749507-6770
V001040 Infrastructure - Major Studies
MW OH DAVID TAUSSIG AND APR - DEVELOPMENT IMPACT FEES 749504-6770 V001040 Infrastructure - Major Studies
Check Total: 30.00
AP052725 8,958.75 68796 P13746 00134777 05/29/2025
Check Total: 8,958.75
AP052725 2,296.09 14163 00134778 05/29/2025
Check Total: 2,296.09
AP052725 1,307.81 L251310504 P13582 00134779 05/29/2025 Check Total: 1,307.81
AP052725 15,494.66 8953 00134780 05/29/2025
Check Total: 15,494.66
AP052725 1,200.77 2504046 00134781 05/29/2025
AP052725 1,501.23 2504045 P13528 00134781 05/29/2025
Check Total: 2,702.00
MW OH DELL MARKETING L.P. PC- PW ASSOC ENGINEER 796501-6364 AP052725 1,484.44 10814022277 PI3603 00134782 05/29/2025 V000301 Computer Hardware
Check Total: 1,484.44
MW OH EPIC LAND SOLUTIONS INC. MAR EASEMENT SVS - GOLDEN AVE331801-6740 / 331801-6740 AP052725 1,051.00 0325-1420 P13539 00134783 05/29/2025 V012586 Infrastructure - Streets
Check Total: 1,051.00
MW OH EPROMOS PROMOTIONAL PROMO ITEMS - NAT'L NIGH OUT 103041-6401 AP052725 676.70 S0383039 00134784 05/29/2025 V012556 Community Programs
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 2
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
Check Total: 676.70
MW OH ESRI 5/1/25-4/30/26 -ARCGIS RENEWAL 101523-6136 AP052725 9,950.00 900003321 P13837 00134785 05/29/2025 V009390 Software Maintenance
Check Total: 9,950.00
MW OH FRANCHISE TAX BOARD FTB PE5/10 PD5/16 0010-2196 AP052725 7.73 PR2501010 00134786 05/29/2025 V000404 Garnishments W/H
Check Total: 7.73
MW OH GLOBAL POWER GROUP GENERATOR MAINT SVS - FS2 103654-6290 AP052725 7,301.28 103182 P13724 00134787 05/29/2025 V012961 Dept. Contract Services
Check Total: 7,301.28
MW OH GONZALEZ, SANDRA LANDSCAPE PLAN CHECK - MWELO 102531-6047 AP052725 1,400.00 025-14 P13576 00134788 05/29/2025 V010618 Landscape Review Expense
Check Total: 1,400.00
MW OH GRANICUS INC. SMARTGOV ENT SOFTWARE SUBSCIS50000-6366 AP052725 45,953.55 199022 P13857 00134789 05/29/2025 V007659 Web Based Service/Subcriptions
Check Total: 45,953.55
MW OH HEALTHPOINTE MEDICAL PRE-EMPL PHYSICAL EXAM 101512-6099 AP052725 712.00 30601-4589048 00134790 05/29/2025 V010713 Professional Services
Check Total: 712.00
MW OH JOHNNY ALLEN TENNIS SPRING 2025 INSTRUCTOR PMT 104071-6060 AP052725 1,348.20 SPRING 2025 00134791 05/29/2025 V012911 Instructional Services
Check Total: 1,348.20
MW OH KEN GRODY FORD 2025 FORD MAVERICK XL 798511-6842 AP052725 29,230.97 1325 P13855 00134792 05/29/2025 V012265 Vehicles
Check Total: 29,230.97
MW OH KOSMONT TRANSACTIONS APR - PORTFOLIO MGMT SVS 102020-6099 AP052725 2,769.30 2307.6-022 P13569 00134793 05/29/2025 V011935 Professional Services
User: Gabriela Calin
Report: AP 1400M : AP: Warrant List - Machine
Page: 3
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
MW OH KRONOS SAASHR INC.

APR - KRONOS SUBSCRIPTION 102020-6366
V012554 Web Based Service/Subcriptions

MW OH LN CURTIS & SONS PD UNIFORMS - TREJO
V011267

MW OH LN CURTIS & SONS PD UNIFORMS - GARZA
V011267
103041-6360
Uniforms
103041-6360
Uniforms
MW OH MANHATTAN STITCHING PROMO ITEMS - CONCERT IN PARK 104074-6401 V013028 Community Programs
MW OH MGT IMPACT SOLUTIONS LIT024 STUDY
V012905

MW OH MUNITEMPS
V009595

MW OH MUNITEMPS
V009595
101512-6099
Professional Services
5/5-5/15 TEMP STAFFING - REG 101513-6099
Professional Services
5/5-5/15 TEMP STAFFING - OT 101513-6099
Professional Services
MW OH NATIONAL TESTING 3/10/25-26 ANN NTN MEMBERSHIP 101512-6255 V011414 Dues & Memberships
MW OH NETWORK ZEN FS1, OLD CH - IT CABLING UPGR 796502-6780 V012944 Infrastructure- Network/Server
MW OH NV5 INC
OCT-DEC ENG DESIGN SVS 796098-6740
Check Total: 2,769.30
AP052725 6,252.28 I10080002629 P13581 00134794 05/29/2025 Check Total: 6,252.28
AP052725 446.74 INV947508 P13808 00134795 05/29/2025
AP052725 91.81 INV947510 P13808 00134795 05/29/2025
Check Total: 538.55
AP052725 3,369.95 107642 P13832 00134796 05/29/2025
Check Total: 3,369.95
AP052725 8,320.66 61921 P13607 00134797 05/29/2025
Check Total: 8,320.66
AP052725 6,360.00 130561 P13798 00134798 05/29/2025
AP052725 119.25 130561 P13798 00134798 05/29/2025
Check Total: 6,479.25
AP052725 500.00 17897 00134799 05/29/2025
Check Total: 500.00
AP052725 5,521.78 5186 P13806 00134800 05/29/2025
Check Total: 5,521.78
AP052725 4,805.00 428913 P13859 00134801 05/29/2025
User: Gabriela Calin
Report: AP 1400M : AP: Warrant List - Machine
Page: 4
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Accou nt/Description
Batch ID Amount Invoice#
PO # Check # Check Date
V011256 Infrastructure - Streets
MW OH ORANGE COUNTY OCEA PE5/10 PD5/16
V000699
MW OH ORANGE COUNTY OCEA PE5/10 PD5/16
V000699
MW OH ORANGE COUNTY OCEA PE5/10 PD5/16
V000699
0010-2176
PCEA/OCEA Assoc Dues
0037-2176
PCEA/OCEA Assoc Dues
0048-2176
PCEA/OCEA Assoc Dues
MW OH ORANGE COUNTY KARATE SPRING 2025 INSTRUCTOR PMT 104071-6060 V012859 Instructional Services
MW OH ORANGE COUNTY APR CAPACITY FACILITY CHARGE 0044-2037 V011002 County Sanitation Dist Fee
MW OH ORANGE COUNTY APR CAPACITY FACILITY CHARGE 102532-4364 V011002 Sanitation Collect Fees
MW OH PACIFIC WEST AIR CITY YARD - HVAC MAINTENANCE 103654-6290 V010710 Dept. Contract Services

MW OH PACIFIC WEST AIR
Q2 - CITY YARD HVAC MAINT 103654-6290
V010710 Dept. Contract Services

MW OH PACIFIC WEST AIR
V010710

MW OH PACIFIC WEST AIR
V010710

MW OH PACIFIC WEST AIR
Q2 - OLD CH FIVAC MAINTENANCE 103654-6290
Dept. Contract Services
Q2 - FS I HVAC MAINTENANCE 103654-6290
Dept. Contract Services
Q2 - FS2 HVAC MAINTENANCE 103654-6290
V010710 Dept. Contract Services
MW OH PACIFIC WEST AIR Q2- CH/PD HVAC MAINTENANCE 103654-6290 Check Total: 4,805.00
AP052725 536.67 PR2501010
AP052725 0.20 PR2501010
AP052725 0.63 PR2501010
Check Total: 537.50
AP052725 156.00 SPRING 2025
Check Total: 156.00
00134802 05/29/2025
00134802 05/29/2025
00134802 05/29/2025
00134803 05/29/2025
AP052725 139,477.13 05212025 00134804 05/29/2025
AP052725 -6,973.86 05212025 00134804 05/29/2025
Check Total: 132,503.27
AP052725 1,114.91 148706 P13753 00134805 05/29/2025
AP052725 137.00 I48845 P13753 00134805 05/29/2025
AP052725 250.00 I48853 P13753 00134805 05/29/2025
AP052725 180.00 I48860 P13753 00134805 05/29/2025
AP052725 185.00 I48861 P13753 00134805 05/29/2025
AP052725 1,300.00 I48890 P13753 00134805 05/29/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 5
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date
V010710

MW OH PACIFIC WEST AIR
V010710

MW OH PBK-WLC ARCHITECTS
V012022
Q2 -KRAEMER ST HVAC MAINT

APR - ARCHITECT/ENG SVS
MW OH PCEA C/O NORTH ORANGE CIeCEA PE5/10 PD5/16
V000679
MW OH PCEA C/O NORTH ORANGE CIPCEA PE5/10 PD5/16
V000679
MW OH PCEA C/O NORTH ORANGE C{FCEA PE5/10 PD5/16
V000679

MW OH PLANNING DIRECTORS
V011247

MW OH POWER PLUS
V006730

MW OH POWER PLUS
V006730

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

PDAOC CITIES - ANNUAL DUE
3/26-4/2 PSC TEMP POWER
3/13-4/9 PSC GENERATOR RENT
WK4/30 UNIFORM CLEANING SVS
WK4/30 UNIFORM CLEANING SVS
WK4/30 UNIFORM CLEANING SVS
Dept. Contract Services
103654-6290
Dept. Contract Services
105213-6850/105213-6850
Building & Facilities
0048-2176
PCEA/OCEA Assoc Dues
0037-2176
PCEA/OCEA Assoc Dues
0010-2176
PCEA/OCEA Assoc Dues
102531-6255
Dues & Memberships
105213-6850/105213-6850
Building & Facilities
105213-6850/105213-6850
Building & Facilities
103652-6360
Uniforms
103654-6360
Uniforms
103658-6360
Uniforms
Check Total:

AP052725 80.00 148901 P13753 00134805 05/29/2025
3,246.91
AP052725 2,678.55 000000000039 P13599 00134806 05/29/2025 Check Total:

AP052725
AP052725
AP052725
Check Total:

AP052725
Check Total:

AP052725
AP052725
Check Total:

AP052725
AP052725
AP052725
2,678.55

0.06 PR2501010 00134807 05/29/2025

0.02 PR2501010 00134807 05/29/2025

46.36 PR2501010 00134807 05/29/2025

46.44 175.00 052125 00134808 05/29/2025
175.00
470.00 322874P0425 P13493 00134809 05/29/2025
4,137.62 G133833-15 P13493 00134809 05/29/2025
4,607.62

31.90 63001168 P13636 00134810 05/29/2025

45.87 63001168 P13636 00134810 05/29/2025

27.06 63001168 P13636 00134810 05/29/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 6
06/12/2025 :Date
08:22:41 :Time

N
City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836
MW OH
MW OH

PRUDENTIAL OVERALL
V000836

PRUDENTIAL OVERALL
V000836
WK4/30 UNIFORM CLEANING SVS
WK4/30 UNIFORM CLEANING SVS
WK5/7 UNIFORM CLEANING SVS
WK5/7 UNIFORM CLEANING SVS
WK5/7 UNIFORM CLEANING SVS
WK5/7 UNIFORM CLEANING SVS
WK5/7 UNIFORM CLEANING SVS
WK5/14 UNIFORM CLEANING SVS
WK5/14 UNIFORM CLEANING SVS
WK5/14 UNIFORM CLEANING SVS
WK5/14 UNIFORM CLEANING SVS
WK5/14 UNIFORM CLEANING SVS 104055-6360
Uniforms
MW OH SANTA ANA (CENTRAL) CIVIL30-2011-00456217-CL-UD-NJC V012818
104055-6360
Uniforms
103654-6147
Janitorial Supplies
103652-6360
Uniforms
103654-6360
Uniforms
103658-6360
Uniforms
104055-6360
Uniforms
103654-6147
Janitorial Supplies
103654-6147
Janitorial Supplies
103652-6360
Uniforms
103654-6360
Uniforms
103658-6360
Uniforms
0010-2196
Garnishments W/H
MW OH SERVICE MASTER BIO CLEABIOHAZARD CLEAN SVS -JAIL CELL 103043-6099 AP052725
AP052725
AP052725
AP052725
AP052725
AP052725
AP052725
AP052725
AP052725
AP052725
AP052725
AP052725
Check Total:

AP052725
Check Total:

AP052725

23.76 63001168

20.20 63001168

31.90 63002907

45.87 63002907

27.06 63002907

23.76 63002907

20.20 63002907

20.20 63004660

31.90 63004660

45.87 63004660

27.06 63004660

23.76 63004660
446.37
315.00 PR2501010
315.00
400.00 JC2025-9173
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
P13636 00134810 05/29/2025
00134811 05/29/2025
00134812 05/29/2025
User: Gabriela Cahn
Report: AP 1400M : AP: Warrant List - Machine
Page: 7
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
V009949 Professional Services
MW OH SIMMONS, PETER PLACENTIA CHORUS EXP - REIMB 0044-2063 V007953 Placentia Community Chorus

MW OH SKYHAWKS SPORTS
V001976

MW OH SMITH, DONNA
V001269

MW OH STATE CONTROLLER
V009724
SPRING 2025 INSTRUCTOR PMT 104071-6060
Instructional Services
SPRING 2025 INSTRUCTOR PMT 104071-6060
Instructional Services
FY24/25 FTB OFFSETS 2024 102020-6296
Admin Service Fee
MW OH TECHNICOLOR PRINTING STAFF SWEATSHIRTS 2025
V010386
104071-6360
Uniforms
MW OH THE ART OF DANCE & SPRING 2025 INSTRUCTOR PMT 104071-6060 V011508 Instructional Services
MW OH THINKSUPPLIES.COM PAPER
V007047
109595-6315
Office Supplies
MW OH THOUMAKED, VILAVONG CE CITATION #2419701 - REFUND 102533-4411 V013059 Administrative Citations
MW OH THRIVE 7 MARTIAL ARTS SPRING 2025 INSTRUCTOR PMT 104071-6060 Check Total: 400.00
AP052725 188.65 052925 00134813 05/29/2025
Check Total: 188.65
AP052725 877.80 SPRING 2025 00134814 05/29/2025
Check Total: 877.80
AP052725 400.40 SPRING 2025 00134815 05/29/2025
Check Total: 400.40
AP052725 122.24 FTB-00007940 00134816 05/29/2025
Check Total: 122.24
AP052725 2,459.65 9818 00134817 05/29/2025
Check Total: 2,459.65
AP052725 65.00 SPRING 2025 00134818 05/29/2025
Check Total: 65.00
AP052725 170.49 70973 00134819 05/29/2025
Check Total: 170.49
AP052725 151.50 CITATION 00134820 05/29/2025
Check Total: 151.50
AP052725 189.80 SPRING 2025 00134821 05/29/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 8
06/12/2025 :Date
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City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date
V012742
MW OH US BANK PARS #6746022400 PARS
V008781
MW OH US BANK PARS #6746022400 PARS
V008781
MW OH US BANK PARS #6746022400 PARS
V008781
MW OH US BANK PARS #6746022400 PARS
V008781
PT EE/ER PE5/10 PD5/16
PT EE/ER PE5/10 PD5/16
PT EE/ER PE5/10 PD5/16
PT EE/ER PE5/10 PD5/16
MW OH WEST GROVE VOLLEYBALLSPRING 2025 INSTRUCTOR PMT
V011359

MW OH AMTECH ELEVATOR MAR - ELEVATOR MAINTENANCE
V012616

MW OH AMTECH ELEVATOR APR - ELEVATOR MAINTENANCE
V012616

MW OH AT&T APRIL - MAY PHONE CHARGES
V004144

MW OH AT&T APRIL - MAY PHONE CHARGES
V004144

MW OH CASTELLON, RAMON ROOFING BOND REFUND
V013064
MW OH CHARTER COMMUNICATIOI3825-6(24 SPECTRUM SVS
Instructional Services
0010-2131
Employer PARS/ARS Payable
0030-2131
Employer PARS/ARS Payable
0030-2126
Employee PARS/ARS W/H
0010-2126
Employee PARS/ARS W/H
104071-6060
Instructional Services
103654-6290
Dept. Contract Services
103654-6290
Dept. Contract Services
109595-6215
Telephone/Internet
296561-6215
Telephone/Internet
0044-2033
Construction & Demo Deposit
109595-6215
Check Total:
189.80
AP052725 1,573,06 PR2501010
AP052725
AP052725
AP052725
137.69 PR2501010
137.69 PR2501010
1,573.06 PR2501010
Check Total: 3,421.50
AP052725 746.45 SPRING 2025
Check Total: 746.45
AP060225
AP060225
Check Total:
00134822 05/29/2025
00134822 05/29/2025
00134822 05/29/2025
00134822 05/29/2025
00134823 05/29/2025
356.00 151401902678 P13506 00134824 06/05/2025
356.00 151401932326 P13506 00134824 06/05/2025
712.00
AP060225 8,244.91 052925
AP060225
Check Total:

AP060225
Check Total:

AP060225

95.42 052925
8,340.33
1,000.00 B25-0659
1,000.00
3,194.06 18995220105212
00134825 06/05/2025
00134825 06/05/2025
00134826 06/05/2025
00134827 06/05/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 9
06/12/2025 :Date
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City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
V012060 Telephone/Internet

MW OH CICCS/EAP
V012670

MW OH CITY OF ANAHEIM
V010186

MW OH CITY OF BREA
V000125

JUN - EAP
4/16-5/15 SHARED TS ELEC COST

PW - BUSINESS CARDS
395083-5199
Other Employee Benefits
109595-6330
Electricity
103550-6230
Printing & Binding
MW OH DENNIS GRUBB & 5/1-15 FIRE PLAN CHECK REVIEW 103066-6290 V012137 Dept. Contract Services
MW OH DONNOE & ASSOCIATES INCPD SERGEANT TEST RENTAL 103040-6320 V013062 Books & Periodicals

MW OH ECONOLITE SYSTEMS INC KEY - PD VEHICLE DOOR LOCK
V000360
103043-6399
Other Supplies
MW OH ENTENMANN-ROVIN CO PD BADGES 103040-6299
V000342 Other Purchased Services

MW OH ESRI
V009390
Check Total: 3,194.06
AP060225 453.10 2025-06
5/1/25-4/30/26 ARGIS RENEWAL 101523-6366
Web Based Service/Subcriptions
MW OH FRANCHISE TAX BOARD FTB PE5/24 PD5/30 0010-2196
Check Total:

AP060225
453.10

70.80 052925
Check Total: 70.80
AP060225 61.39 ASR0000446
Check Total: 61.39
AP060225 3,050.00 002-33851
Check Total: 3,050.00
AP060225 700.00 10909
Check Total: 700.00
AP060225 54.38 INV231532
Check Total: 54.38
AP060225 291.25 0188256 -IN
Check Total: 291.25
AP060225 1,750.00 900012446
Check Total: 1,750.00
AP060225 7.73 PR2501011
00134828 06/05/2025
00134829 06/05/2025
00134830 06/05/2025
P13478 00134831 06/05/2025
00134832 06/05/2025
00134833 06/05/2025
00134834 06/05/2025
00134835 06/05/2025
00134836 06/05/2025
User: Gabriela Colin
Report: AP 1400M : AP: Warrant List - Machine
Page: 10
06/12/2025 :Date
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U,
N
City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date
V000404
MW OH GLASBY MAINT.

V000445
MW OH GLASBY MAINT.

V000445
MW OH GLASBY MAINT.

V000445

SUPPLY COCUSTODIAL SUPPLIES

SUPPLY COCUSTODIAL SUPPLIES

SUPPLY COCUSTODIAL SUPPLIES

MW OH GOLDEN STATE WATER APR -MAY WATER CHARGES
V000928

MW OH GOLDEN STATE WATER APR -MAY WATER CHARGES
V000928

MW OH HALO CONFIDENTIAL
V011712

MAY - PD TRAINING MGMT
Garnishments W/H
103654-6147
Janitorial Supplies
103654-6147
Janitorial Supplies
103654-6147
Janitorial Supplies
109595-6335
Water
296561-6335
Water
103040-6290
Dept. Contract Services
MW OH HF&H CONSULTANTS LLC APR - SB 1383 CONSULTING SVS 374386-6099 V010575

MW OH HR GREEN PACIFIC INC
V010735
Professional Services
APR - ON -CALL PLAN CHECK SVS 103551-6290
Dept. Contract Services

MW OH INSIGHT PUBLIC SECTOR INGYNOLOGY - RACK RAIL KIT
V012729
101523-6368
Computer Peripheral/Accessory
MW OH INSIGHT PUBLIC SECTOR INPOWER DISTR STRIP SERVER RACKS796502-6780 V012729

MW OH INSIGHT PUBLIC SECTOR INISERVER RACKMOUNT
Infrastructure- Network/Server
796502-6780
Check Total:

AP060225
AP060225
AP060225
Check Total: 3,034.53
AP060225 12,664.62 052925
AP060225 4,076.92 052925
Check Total: 16,741.54
AP060225 2,494.04 0252T
Check Total:
2,494.04
AP060225 3,423.75 9722131
Check Total:
3,423.75
AP060225 8,410.75 187945
Check Total:
8,410.75
AP060225 109.99 1101272527
AP060225 862.00 1101273495
AP060225 485.44 1101274743

7.73 582.65 351925A P13583
2,324.22 351927A P13583
127.66 351927B P13583
00134837 06/05/2025
00134837 06/05/2025
00134837 06/05/2025
00134838 06/05/2025
00134838 06/05/2025
P13460 00134839 06/05/2025
PI3634 00134840 06/05/2025
P13490 00134841 06/05/2025
00134842 06/05/2025
00134842 06/05/2025
00134842 06/05/2025
User: Gabriela Calin
Report: AP1400M : Al': Warrant List - Machine
Page: 11
06/12/2025 :Date
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City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
MW OH
V012729

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER
V009822

JONES & MAYER

APR - LEGAL SERVICES

APR - LEGAL SERVICES

APR - LITIGATION SERVICES

APR - LEGAL SERVICES

APR - LEGAL SERVICES

APR - LEGAL SERVICES

APR - LEGAL SERVICES

APR - LITIGATION SERVICES

APR - LEGAL SERVICES

APR - LITIGATION SERVICES

APR - LITIGATION SERVICES

APR - LEGAL SERVICES

APR - LEGAL SERVICES

APR - LEGAL SERVICES
Infrastructure- Network/Server
101005-6005
Legal Services
101005-6005
Legal Services
101005-6006
Litigation
101005-6005
Legal Services
749506-6770
Infrastructure - Major Studies
101005-6005
Legal Services
101005-6005
Legal Services
101005-6006
Litigation
101005-6005
Legal Services
101005-6006
Litigation
101005-6006
Litigation
749507-6770
Infrastructure - Major Studies
101005-6005
Legal Services
101005-6005
Check Total:
1,457.43
AP060225 208.53 129017
AP060225 604.47 129018
AP060225 1,136.17 129023
AP060225 4,098.22 129024
AP060225 208.52 129026
AP060225 9,294.98 129029
AP060225 417.06 129031
AP060225 8,028.02 129032
AP060225 2,710.80 129033
AP060225 4.21 129034
AP060225 112.28 129035
AP060225 1,902.75 129036
AP060225 395.00 129038
AP060225 11,572.94 129039
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
00134843 06/05/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 12
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
V009822 Legal Services
MW OH JONES & MAYER APR - RETAINER 101005-6005 AP060225 35,910.23 129318 00134843 06/05/2025 V009822 Legal Services
Check Total: 76,604.18
MW O1 -I JV PLUMBING CH BATHROOM PLUMBING REPAIRS103654-6130 AP060225 626.50 5283 00134844 06/05/2025 V011345 Repair & Maint/Facilities
Check Total: 626.50
MW OH KIM, ROBERT ROOFING BOND REFUND 30-25-058 0044-2033 AP060225 100.00 B25-0593 00134845 06/05/2025 V011934 Construction & Demo Deposit
Check Total: 100.00
MW OH KOSMONT TRANSACTIONS CI-IAPMAN CORRIDOR ANALYSIS 749104-6017 / 749104-6017 AP060225 1,842.10 2503.15-002 P13840 00134846 06/05/2025 V011935 Special Studies
Check Total: 1,842.10
MW OH LEE, MARK QUIMBY FEES - REFUND 690000-4306 AP060225 5,856.48 060225 00134847 06/05/2025 V013065 Development Impact Fees
Check Total: 5,856.48
MW OH LN CURTIS & SONS PD UNIFORMS - GARZA 103041-6360 AP060225 321.18 INV949798 P13808 00134848 06/05/2025 V0 1 1 267 Uniforms
MW OH LN CURTIS & SONS PD UNIFORMS - EVERTSEN 103041-6360 AP060225 432.10 INV950096 P13808 00134848 06/05/2025 V011267 Uniforms
Check Total: 753.28
MW OH MAVERICK DATA SYSTEMS WARRANT BUILDER PRO - SUBSC 103041-6366 AP060225 2,000.00 404 00134849 06/05/2025 V012844 Web Based Service/Subcriptions
MW OH MIKE RAAHAUGES 5/19 PISTOL RANGE USAGE
V010677
103043-6162
Range Training
Check Total: 2,000.00
AP060225 100.00 2100 00134850 06/05/2025
Check Total: 100.00
User: Gabriela Cahn
Report: AP 1400M : AP: Warrant List - Machine
Page: 13
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date

MW OH MOTOROLA SOLUTIONS INCFD RADIOS
V010820

MW OH NEWPORT URGENT CARE INSIJMMER PHYSICAL EXAMS
V012761
558502-6850
Building & Facilities
101512-6099
Professional Services
MW OH ORACLE AMERICA INC IMPLEMENTATION - NETSUITE 796507-6099 V012900

MW OH ORANGE COUNTY
V011002

MW OH ORANGE COUNTY
V011002
Professional Services
MAY CAPACITY FACILITY CHARGE 102532-4364
Sanitation Collect Fees
MAY CAPACITY FACILITY CHARGE 0044-2037
County Sanitation Dist Fee
MW OH ORANGE COUNTY SHERIFF'SFRAFFIC COLLISION INVEST -REG 103041-6250 V009715 Staff Training

MW OH PARIKH, NITEEN
V013063

PARKING CITATION
103047-4410
City Ord Fines (Parking)
MW OH PLACENTIA CHAMBER OF FIRST RESP RECOGN BREAKFAST 103066-6301 V000772 Special Department Expenses

MW OH PLACENTIA YORBA LINDA ENVELOPES
V000794
109595-6315
Office Supplies
MW OH PRUDENTIAL OVERALL WK5/21 UNIFORM CLEANING SVS 103654-6360 AP060225 30,923.59 8282133358 P13826 00134851 06/05/2025 Check Total:
30,923.59
AP060225 2,250.00 4049057 00134852 06/05/2025
Check Total:
2,250.00
AP060225 14,196.00 101952718 P13571 00134853 06/05/2025 Check Total:

AP060225
AP060225
Check Total:
14,196.00
-1,232.55 06022025 00134854 06/05/2025
24,650.92 06022025 00134854 06/05/2025
23,418.37
AP060225 350.00 OCSD52925
Check Total:

AP060225
Check Total:

AP060225
Check Total:

AP060225
Check Total:

AP060225
350.00

43.00 CITE# 18022175

43.00 80.00 18071

80.00 815.63 82UI1241
815.63
00134855 06/05/2025
00134856 06/05/2025
00134857 06/05/2025
00134858 06/05/2025

46.75 63006411 P13636 00134859 06/05/2025
User: Gabriela Calin
Report: AP 1400M : AP: Warrant List - Machine
Page: 14
06/12/2025 :Date
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City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836

MW OH PRUDENTIAL OVERALL
V000836
MW OH

PRUDENTIAL OVERALL
V000836
Uniforms
WK5/21 UNIFORM CLEANING SVS 103658-6360
Uniforms
WK5/21 UNIFORM CLEANING SVS 104055-6360
Uniforms
WK5/21 UNIFORM CLEANING SVS 103652-6360
Uniforms
WK5/21 UNIFORM CLEANING SVS 103654-6147
Janitorial Supplies
MW OH QUADIENT FINANCE USA INRDD POSTAGE - MAILING MACHINE 109595-6325 V011439 Postage

MW OH QUENCH USA
V012472
JUN -PD WATER/ICE MACHINE RENT103041-6301
Special Department Expenses
MW OH RAWDADDY INDUSTRIES LIfT EANING SUPPLIES
V012035
MW OH RSCCD SANTA ANA COLLEG9124-9/25 WELLNESS PROG REG V012357
MW OH SANTA ANA (CENTRAL) CIVH0-2011-00456217-CL-UD-NJC V012818

MW OH SC FUELS
V012766
5/1-15 FUEL
103066-6134
Vehicle Repair & Maintenance
103066-6250
Staff Training
0010-2196
Garnishments W/H
103658-6345
Gasoline & Diesel Fuel
AP060225
AP060225
AP060225
AP060225
Check Total:

AP060225
Check Total:

AP060225
Check Total:

AP060225
Check Total:

27.94 63006411 P13636

24.64 63006411 P13636

32.78 63006411 P13636

20.20 63006411 P13636
152.31
5,010.00 5/18/2025
5,010.00

74.81 IN V09039719

74.81 312.50 5142025
312.50
AP060225 2,688.00 051525
Check Total:

AP060225
Check Total:
2,688.00
315.00 PR#2501008
315.00
AP060225 12,020.81 1048250
00134859 06/05/2025
00134859 06/05/2025
00134859 06/05/2025
00134859 06/05/2025
00134860 06/05/2025
00134861 06/05/2025
00134862 06/05/2025
00134863 06/05/2025
00134864 06/05/2025
P13489 00134865 06/05/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 15
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID
Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
MW OH SECO ELECTRIC & LIGHTINCCH/PARKING LOT LIGHTS REPAIRS 103654-6130 V010182 Repair & Maint/Facilities
MW OH SECO ELECTRIC & LIGHTING H/PARKING LOT LIGHTS REPAIRS 103654-6130 / 21008-6130 V010182 Repair & Maint/Facilities
MW OH SECO ELECTRIC & LIGHTINCCH LIGHTS REPAIRS 103654-6130 V010182 Repair & Maint/Facilities

MW OH SO CAL GAS APR -MAY GAS CHARGES
V000909
MW OH SOUTH COAST AQMD 07/24-06/25 AQMD FEE
V001190
109595-6340
Natural Gas
103654-6257
Licenses & Permits
MW OH SOUTH COAST AQMD AQMD PERMIT FEE -FS2 GENERATO1655501-6850 V001190 Building & Facilities
MW OH SOUTH COAST AQMD AQMD PERMIT FEE -FSI GENERATO1i555501-6850 V001190 Building & Facilities
MW OH SOUTHERN CALIFORNIA APR -MAY ELECTRIC CHARGES 109595-6330 V000910 Electricity
MW OH SOUTHERN CALIFORNIA APR -MAY ELECTRIC CHARGES 296561-6330 V000910 Electricity
MW OH SOUTHERN CALIFORNIA APR -MAY ELECTRICAL CHARGES 109595-6330 V000910 Electricity
MW OH SOUTHERN CALIFORNIA APR -MAY ELECTRICAL CHARGES 109595-6330 / 21011-6330 V000910 Electricity
Check Total: 12,020.81
AP060225 225.97 9106
AP060225 160.97 9106
AP060225 446.14 9108
Check Total: 833.08
AP060225 1,151.50 052925
Check Total: 1,151.50
AP060225 167.47 4527602
Check Total: 167.47
AP060225 5,678.33 FD2-052225
Check Total: 5,678.33
AP060225 5,678.33 FDI-052225
Check Total: 5,678.33
AP060225 8,556.25 052925A
AP060225 1,904.77 052925A
AP060225 122.62 052925B
AP060225 143.94 052925B
00134866 06/05/2025
00134866 06/05/2025
00134866 06/05/2025
00134867 06/05/2025
00134868 06/05/2025
00134869 06/05/2025
00134870 06/05/2025
00134871 06/05/2025
00134871 06/05/2025
00134871 06/05/2025
00134871 06/05/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 16
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date

MW OH STATE OF CALIFORNIA
V013066

MW OH T -MOBILE
V004339

MW OH T -MOBILE USA
V009215
LATE FEE F700 - JUAN GUERRERO 101002-6999
Other Expenditure
4/21-5/20 DATA CHARGES
109595-6215
Telephone/Internet
CELL PH -TOWER DUMP DR25-01165 103042-6290
Dept. Contract Services

MW OH THE SHERWIN WILLIAMS PAINT
V009928
MW OH THINKSUPPLIES.COM PAPER
V007047
MW OH THINKSUPPLIES.COM PAPER
V007047
MW OH THINKSUPPLIES.COM PAPER
V007047
MW OH THINKSUPPLIES.COM PAPER
V007047
MW OH US BANK PARS #6746022400 PARS PT EE/ER PE5/24PD 5/30 V008781
MW OH US BANK PARS #6746022400 PARS PT EE/ER PE5/24PD 5/30 V008781
MW OH US BANK PARS #6746022400 PARS PT EE/ER PE5/24PD 5/30 V008781
103654-6146
Paint Supplies
109595-6315
Office Supplies
109595-6315
Office Supplies
109595-6315
Office Supplies
109595-6315
Office Supplies
0010-2126
Employee PARS/ARS W/H
0030-2126
Employee PARS/ARS W/H
0010-2131
Employer PARS/ARS Payable
Check Total:

AP060225
Check Total:
10,727.58
100.00 JUANGUERRER
100.00
AP060225 2,322.08 MAY 2025
Check Total:
2,322.08
AP060225 300.00 9605269606
Check Total:

AP060225
Check Total:

AP060225
AP060225
AP060225
AP060225
Check Total:
300.00
349.48 0514-7
349.48
163.09 70734

54.36 70907
236.64 70992
236.64 70994
690.73
AP060225 1,528.23 PR2501011
AP060225 116.15 PR2501011
AP060225 1,528.23 PR2501011
00134872 06/05/2025
00134873 06/05/2025
00134874 06/05/2025
00134875 06/05/2025
00134876 06/05/2025
00134876 06/05/2025
00134876 06/05/2025
00134876 06/05/2025
00134877 06/05/2025
00134877 06/05/2025
00134877 06/05/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 17
06/12/2025 :Date
08:22:41 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
MW OH US BANK PARS #6746022400 PARS PT EE/ER PE5/24PD 5/30 0030-2131 V008781 Employer PARS/ARS Payable
MW OH WEST COAST ARBORISTS INC/16-30 TREE TRIMMING SVS
V001124
MW OH WEST COAST ARBORISTS INC/16-30 TREE TRIMMING SVS
V001124

MW OH YORBA LINDA WATER MAY - SEWER CHARGES
V006633
173555-6116
Tree Maintenance
103655-6116
Tree Maintenance
484356-6297
Billing Services
MW OH FERBER, HEATHER MARY PD- DR #25-00011 0044-2061
AP060225 116.15 PR2501011 00134877 06/05/2025
Check Total: 3,288.76
AP060225 195.00 228746 P13622 00134878 06/05/2025
AP060225 195.00 228746 P13622 00134878 06/05/2025
Check Total: 390.00
AP060225 1,230.96 568543 00134879 06/05/2025
Check Total: 1,230.96
AP060725 800.00 DR #25-00011 00134880 06/05/2025
V013072 Unclaimed Found/Money Safekeep
Check Total: 800.00
Type Total: 621,49L08
Check Total: 621,491.08
User: Gabriela Galin
Report: AP1400M : AP: Warrant List - Machine
Page: 18
06/12/2025 :Date
08:22:41 :Time

City of Placentia
ACH Check Register
For 06/17/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice# PO # Check # Check Date
Check Totals by ID
AP 174,974.60
EP 0.00
IP 0.00
OP 0.00
Fund Name
101 -General Fund (0010)
117-iVIeasure U Fund (0079)
231 -Placentia Reg Nay Cent(0078)
233 -Gen Plan Update Fees (0074)
601 -Employee Health & Wlfre (0039)
Check Totals by Fund
51,776.09
53,456.00

9.91 10,968.16
58,764.44
Check Total: 174,974.60
ACH Payroll Direct Deposit for 05/30/2025: 634,595.18
Grand Total: 174,974.60
Void Total:

Check Total:

Electronic Disbursement Total: 809,569.78
Funds will be transferred from the Cash Basis Fund as needed to fund the warrants included on this warrant register

0.00 174,974.60
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
06/12/2025 :Date
08:23:48 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice# PO # Check # Check Date
MW OH ALDWIR, MAMOUN JUN MEDICAL INS REIMBURSEMEN'I395083-5161 E000113 Health Insurance Premiums
MW OH ANDERSON, MARLA JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000071 Health Insurance Premiums
MW OH ARMSTRONG, JOHN T JUN MEDICAL INS REIMBURSEMENT395083-5161 E000046 Health Insurance Premiums
MW OH AUD1SS, JAY SCOTT JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000125 Health Insurance Premiums
MW OH BABCOCK, CHARLES A JUN MEDICAL INS REIMBURSEMENT395083-5161 E000015 Health Insurance Premiums
MW OH BEALS, SHARLENE JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000076 Health Insurance Premiums
MW OH BERMUDEZ, ALBERT JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000124 Health Insurance Premiums
MW OH BUNNELL, DONALD JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000062 Health Insurance Premiums
MW OH BURGNER, ARTHUR JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000074 Health Insurance Premiums
RETJUN25 869.44 RETJUN25
Check Total: 869.44
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 1,136.00 RETJUN25
Check Total: 1,136.00
RETJUN25 2,369.95 RETJUN25
Check Total: 2,369.95
RETJUN25 349.00 RETJUN25
Check Total: 349.00
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 564.00 RETJUN25
Check Total: 564.00
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 526.78 RETJUN25
Check Total: 526.78
00019991 05/29/2025
00019992 05/29/2025
00019993 05/29/2025
00019994 05/29/2025
00019995 05/29/2025
00019996 05/29/2025
00019997 05/29/2025
00019998 05/29/2025
00019999 05/29/2025
User: Gabriela Calin
Report: AP1400M : AP: Warrant List - Machine
Page: 1
06/12/2025 :Date
08:23:48 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
MW OH BUSSE, MICHAEL JUN MEDICAL INS REIMBURSEMENT395083-5161 E000131 Health Insurance Premiums
MW OH CHANDLER, JOHN P JUN MEDICAL INS REIMBURSEMENT395083-5161 E000109 Health Insurance Premiums
MW OH CHANG, ROBERT JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000107 Health Insurance Premiums
MW OH COBBETT, GEOFFREY JUN MEDICAL INS REIMBURSEMENB95083-5161 E000007 Health Insurance Premiums
MW OH COOK, ARLENE M JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000018 Health Insurance Premiums
MW OH D'AMATO, ROBERT JUN MEDICAL INS REIMBURSEMENT395083-5161 E000056 Health Insurance Premiums
MW OH DAVID, PRESTON JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000112 Health Insurance Premiums
MW OH DAVIS, CAROLYN JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000005 Health Insurance Premiums
MW OH DEAN, ANDREW JUN MEDICAL INS REIMBURSEMENI395083-5161 E000135 Health Insurance Premiums
RETJUN25 763.50 RETJUN25
Check Total: 763.50
RETJUN25 1,406.65 RETJUN25
Check Total: 1,406.65
RETJUN25 866.44 RETJUN25
Check Total: 866.44
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 1,814.00 RETJUN25
Check Total: 1,814.00
00020000 05/29/2025
00020001 05/29/2025
00020002 05/29/2025
00020003 05/29/2025
00020004 05/29/2025
00020005 05/29/2025
00020006 05/29/2025
00020007 05/29/2025
00020008 05/29/2025
User: Gabriela Cali❑
Report: AP1400M : AP: Warrant List - Machine
Page: 2
06/12(2025 :Date
08:23:48 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice# PO # Check # Check Date
MW OH DELOS SANTOS, JAMIE JUN MEDICAL INS REIMBURSEMENT395083-5161 E000045 Health Insurance Premiums
MW OH DICKSON, ROBERTA JO JUN MEDICAL INS REIMBURSEMENT395083-5161 E000011 Health Insurance Premiums
MW OH DOWNEY, CAROL JUN MEDICAL INS REIMBURSEMENT395083-5161 E000082 Health Insurance Premiums
MW OH ECKENRODE, NORMAN JUN MEDICAL INS REIMBURSEMEN 395083-5161 E000029 Health Insurance Premiums
MW OH ESCOBOSA, LILLIAN JUN MEDICAL INS REIMBURSEMENT395083-5161 E000055 Health Insurance Premiums
MW OH ESPINOZA, ROSALINDA JUN MEDICAL INS REIMBURSEMENT395083-5161 E000016 Health Insurance Premiums
MW OH FRICKE, JUERGEN JUN MEDICAL INS REIMBURSEMENT395083-5161 E000075 Health Insurance Premiums
MW OH FULLER, GLENN H JUN MEDICAL INS REIMBURSEMENB95083-5161 E000081 Health Insurance Premiums
MW OH GALLANT, KAREN JUN MEDICAL INS REIMBURSEMENT395083-5161 E000008 Health Insurance Premiums
RETJUN25 250.31 RETJUN25
Check Total: 250.31
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 426.70 RETJUN25
Check Total: 426.70
RETJUN25 564.00 RETJUN25
Check Total: 564.00
RETJUN25 965.00 RETJUN25
Check Total: 965.00
RETJUN25 965.00 RETJUN25
Check Total: 965.00
RETJUN25 526.78 RETJUN25
Check Total: 526.78
00020009 05/29/2025
00020010 05/29/2025
00020011 05/29/2025
00020012 05/29/2025
00020013 05/29/2025
00020014 05/29/2025
00020015 05/29/2025
00020016 05/29/2025
00020017 05/29/2025
User: Gabriela Calin
Report: API400M : AP: Warrant List - Machine
Page: 3
06/12/2025 :Date
08:23:48 :Time

City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice# PO # Check # Check Date
MW OH GARNER, JO ANN JUN MEDICAL INS REIMBURSEMENT395083-5161 E000047 Health Insurance Premiums
MW OH GARNER, KITTY JUN MEDICAL INS REIMBURSEMENT395083-5161 E000080 Health Insurance Premiums
MW OH GRIMM, DENNIS L JUN MEDICAL INS REIMBURSEMENT395083-5161 E000042 Health Insurance Premiums
MW OH HOLTSCLAW, KATHERINE JUN MEDICAL INS REIMBURSEMENT395083-5161 E000121 Health Insurance Premiums
MW OH IRVINE, SUZETTE JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000019 Health Insurance Premiums
MW OH JENKINS, ROBERT JUN MEDICAL INS REIMBURSEMENT395083-5161 E000084 Health Insurance Premiums
MW OH JOHNSON, SHARON JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000099 Health Insurance Premiums
MW OH JONES, ROBERT JUN MEDICAL INS REIMBURSEMENT395083-5161 E000053 Health Insurance Premiums
MW OH JUAREZ, JANET JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000134 Health Insurance Premiums
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 869.44 RETJUN25
Check Total: 869.44
RETJUN25 349.00 RETJUN25
Check Total: 349.00
RETJUN25 564.00 RETJUN25
Check Total: 564.00
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 1,011.40 RETJUN25
Check Total: 1,011.40
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 284.25 RETJUN25
Check Total: 284.25
RETJUN25 184.39 RETJUN25
Check Total: 184.39
00020018 05/29/2025
00020019 05/29/2025
00020020 05/29/2025
00020021 05/29/2025
00020022 05/29/2025
00020023 05/29/2025
00020024 05/29/2025
00020025 05/29/2025
00020026 05/29/2025
User: Gabriela Calin
Report: AP 1400M : AP: Warrant List - Machine
Page: 4
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City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice# PO # Check # Check Date
MW OH JUDD, TERRELL JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000115 Health Insurance Premiums
MW OH KIRKLAND, RICHARD L JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000110 Health Insurance Premiums
MW OH LITTLE, DIANE M JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000098 Health Insurance Premiums
MW OH LOOMIS, CORINNE JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000122 Health Insurance Premiums
MW OH LOWREY, B J JUN MEDICAL INS REIMBURSEMENB95083-5161 E000041 Health Insurance Premiums
MW OH MAERTZWEILER, MICHAEL ILUN MEDICAL INS REIMBURSEMEN1395083-5161 E000032 Health Insurance Premiums
MW OH MILANO, JAMES JUN MEDICAL INS REIMBURSEMENT395083-5161 E000054 Health Insurance Premiums
MW OH MILLER, RICHARD JUN MEDICAL INS REIMBURSEMENT395083-5161 E000106 Health Insurance Premiums
MW OH MILLSAP, SCOTT M. JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000140 Health Insurance Premiums
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 426.70 RETJUN25
Check Total: 426.70
RETJUN25 564.00 RETJUN25
Check Total: 564.00
RETJUN25 349.00 RETJUN25
Check Total: 349.00
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 965.00 RETJUN25
Check Total: 965.00
RETJUN25 1,814.00 RETJUN25
Check Total: 1,814.00
00020027 05/29/2025
00020028 05/29/2025
00020029 05/29/2025
00020030 05/29/2025
00020031 05/29/2025
00020032 05/29/2025
00020033 05/29/2025
00020034 05/29/2025
00020035 05/29/2025
User: Gabriela Calin
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City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice# PO # Check # Check Date
MW OH NAJERA, JOSEPH D. JUN MEDICAL INS REIMBURSEMENT395083-5161 E000136 Health Insurance Premiums
MW OH OLEA, ARLENE J JUN MEDICAL INS REIMBURSEMENT395083-5161 E000014 Health Insurance Premiums
MW OH PALMER, GEORGE JUN MEDICAL INS REIMBURSEMENT395083-5161 E000094 Health Insurance Premiums
MW OH PASCARELLA, RICHARD JUN MEDICAL INS REIMBURSEMEN 395083-5161 E000129 Health Insurance Premiums
MW OH PASCUA, RAYNALD JUN MEDICAL INS REIMBURSEMENT395083-5161 E000114 Health Insurance Premiums
MW OH PASPALL, MIHAJLO JUN MEDICAL INS REIMBURSEMEN1395083-5161 E000085 Health Insurance Premiums
MW OH PEREZ, ROBERT JUN MEDICAL INS REIMBURSEMENB95083-5161 E000 I 11 Health Insurance Premiums
MW OH PICHON, WALTER JUN MEDICAL INS REIMBURSEMENT395083-5161 E000103 Health Insurance Premiums
MW OH PINEDA, MATEO JUN MEDICAL INS REIMBURSEMENT395083-5161 E000127 Health Insurance Premiums
RETJUN25 564.00 RETJUN25
Check Total: 564.00
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 965.00 RETJUN25
Check Total: 965.00
RETJUN25 2,201.80 RETJUN25
Check Total: 2,201.80
RETJUN25 869.44 RETJUN25
Check Total: 869.44
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 426.70 RETJUN25
Check Total: 426.70
RETJUN25 526.78 RETJUN25
Check Total: 526.78
00020036 05/29/2025
00020037 05/29/2025
00020038 05/29/2025
00020039 05/29/2025
00020040 05/29/2025
00020041 05/29/2025
00020042 05/29/2025
00020043 05/29/2025
00020044 05/29/2025
User: Gabriela Calin
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City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice# PO # Check # Check Date
MW OH PISCHEL, STEPHEN JUN MEDICAL INS REIMBURSEMEN7395083-5161 E000130 Health Insurance Premiums
MW OH POINT, ERIC JUN MEDICAL INS REIMBURSEMENT395083-5161 E000133 Health Insurance Premiums
MW OH REDIFER, KIM R JUN MEDICAL INS REIMBURSEMENT395083-5161 E000022 Health Insurance Premiums
MW OH RENDEN, BRIAN JUN MEDICAL INS REIMBURSEMENB95083-5161 E000083 Health Insurance Premiums
MW OH REYES, ROGER T JUN MEDICAL INS REIMBURSEMENB95083-5161 E000024 Health Insurance Premiums
MW OH REYNOLDS, MATTHEW JUN MEDICAL INS REIMBURSEMENT395083-5161 E000132 Health Insurance Premiums
MW OH RICE, RUSSELL J JUN MEDICAL INS REIMBURSEMENB95083-5161 E000059 Health Insurance Premiums
MW OH RIVERA, AIDA JUN MEDICAL INS REIMBURSEMENT395083-5161 E000026 Health Insurance Premiums
MW OH ROACH, MICHAEL JUN MEDICAL INS REIMBURSEMENT395083-5161 E000105 Health Insurance Premiums
RETJUN25 869.44 RETJUN25
Check Total: 869.44
RETJUN25 2,369.95 RETJUN25
Check Total: 2,369.95
RETJUN25 965.00 RETJUN25
Check Total: 965.00
RETJUN25 726.50 RETJUN25
Check Total: 726.50
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 564.00 RETJUN25
Check Total: 564.00
RETJUN25 1,384.00 RETJUN25
Check Total: 1,384.00
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 908.85 RETJUN25
Check Total: 908.85
00020045 05/29/2025
00020046 05/29/2025
00020047 05/29/2025
00020048 05/29/2025
00020049 05/29/2025
00020050 05/29/2025
00020051 05/29/2025
00020052 05/29/2025
00020053 05/29/2025
User: Gabriela Calm
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City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Check # Check Date
MW OH ROBB, SANDRA JUN MEDICAL INS REIMBURSEMENT39S083-5161 E000043 Health Insurance Premiums
MW OH ROSE, RICHARD D JUN MEDICAL INS REIMBURSEMENT395083-5161 E000050 Health Insurance Premiums
MW OH RUIZ, ARNULFO JUN MEDICAL INS REIMBURSEMENT395083-5161 E000138 Health Insurance Premiums
MW OH SALE, LEER JUN MEDICAL INS REIMBURSEMEN 395083-5161 E000031 Health Insurance Premiums
MW OI-I SANCHEZ, LAURA JUN MEDICAL INS REIMBURSEMENT395083-5161 E000058 Health Insurance Premiums
MW OH SCHLIEDER, BEVERLY JUN MEDICAL INS REIMBURSEMENT395083-5161 E000120 Health Insurance Premiums
MW OH SMITH, WARD JUN MEDICAL INS REIMBURSEMENT395083-5161 E000128 Health Insurance Premiums
MW OH SOTO, PHILIP J JUN MEDICAL INS REIMBURSEMENI395083-5161 E000052 Health Insurance Premiums
MW OH SPRAGUE, GARY A JUN MEDICAL INS REIMBURSEMENT395083-5161 E000064 Health Insurance Premiums
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 869.44 RETJUN25
Check Total: 869.44
RETJUN25 1,286.00 RETJUN25
Check Total: 1,286.00
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 869.44 RETJUN25
Check Total: 869.44
RETJUN25 323.65 RETJUN25
Check Total: 323.65
RETJUN25 526.78 RETJUN25
Check Total: 526.78
RETJUN25 965.00 RETJUN25
Check Total: 965.00
00020054 05/29/2025
00020055 05/29/2025
00020056 05/29/2025
00020057 05/29/2025
00020058 05/29/2025
00020059 05/29/2025
00020060 05/29/2025
00020061 05/29/2025
00020062 05/29/2025
User: Gabricla Calin
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City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice# PO # Check # Check Date
MW OH STEPHEN, JEFFREY JUN MEDICAL INS REIMBURSEMENT395083-5161 E000119 Health Insurance Premiums
MW OH TAYLOR, DAVID M JUN MEDICAL INS REIMBURSEMENT395083-5161 E000088 Health Insurance Premiums
MW OH TAYLOR, LINDA JUN MEDICAL INS REIMBURSEMENT395083-5161 E000126 Health Insurance Premiums
MW OH THOMANN, DARYLL L JUN MEDICAL INS REIMBURSEMENT395083-5161 E000101 Health Insurance Premiums
MW OH TRIFOS, WILLIAM JUN MEDICAL INS REIMBURSEMENT395083-5161 E000104 Health Insurance Premiums
MW OH VALENTINE, THOMAS JUN MEDICAL INS REIMBURSEMENT395083-5161 E000118 Health Insurance Premiums
MW OH VERSTYNEN, WILLIAM JUN MEDICAL INS REIMBURSEMENT395083-5161 E000092 Health Insurance Premiums
MW OH WAHL, KATHLEEN A JUN MEDICAL INS REIMBURSEMENT395083-5161 E000030 Health Insurance Premiums
MW OH WIEST, STEPHEN JUN MEDICAL INS REIMBURSEMENT395083-5161 E000079 Health Insurance Premiums
RETJUN25 869.44 RETJUN25
Check Total: 869.44
RETJUN25 577_00 RETJUN25
Check Total: 577.00
RETJUN25 564.00 RETJUN25
Check Total: 564.00
RETJUN25 1,011.40 RETJUN25
Check Total: 1,011.40
RETJUN25 965.00 RETJUN25
Check Total: 965.00
RETJUN25 1,975.70 RETJUN25
Check Total: 1,975.70
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 184.39 RETJUN25
Check Total: 184.39
RETJUN25 526.78 RETJUN25
Check Total: 526.78
00020063 05/29/2025
00020064 05/29/2025
00020065 05/29/2025
00020066 05/29/2025
00020067 05/29/2025
00020068 05/29/2025
00020069 05/29/2025
00020070 05/29/2025
00020071 05/29/2025
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City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date

MW OH WORDEN, LARRY M
E000116

MW OH YAMAGUCHI, BRIAN
E000123

MW OH ZINN, JOHN
E000009

MW OH CONNELL, JOSEPH
V004080

MW OH EATON, ALEX
V012830

MW OH EATON, ALEX
V012830

MW OH INFRASTRUCTURE
V011245

MW OH INFRASTRUCTURE
V012903

MW OH INFRASTRUCTURE
V012903

MW OH INFRASTRUCTURE
V012903

MW OH INFRASTRUCTURE
V012903
JUN MEDICAL INS REIMBURSEMEN1395083-5161
Health Insurance Premiums
JUN MEDICAL INS REIMBURSEMEN1395083-5161
Health Insurance Premiums
JUN MEDICAL INS REIMBURSEMEN1395083-5161
Health Insurance Premiums

PD TRAINING MEALS

PD TRAINING MEALS

PD TRAINING MILEAGE
103040-6250
Staff Training
103040-6250
Staff Training
103041-6240
Mileage Reimbursement
APR - BLDG & SAFETY PLAN CHECK 102532-6290
Dept. Contract Services
FEB - CM SVS - SIFI PROJECT 103551-6099
Professional Services
MAR - CM SVS - SIFI PROJECT 103551-6099
Professional Services
APR - CM SVS - SIFI PROJECT 103551-6099
Professional Services

FEB - CONSTRUCTION INSP SVS
796098-6740
Infrastructure - Streets
RETJUN25
Check Total:

RETJUN25
Check Total:

RETJUN25
Check Total:

EFT052825
577.00 RETJUN25
577.00
908.85 RETJUN25
908.85
564.00 RETJUN25
564.00
349.00 CONNELL52225
Check Total: 349.00
EFT052825 69.00 EATON052225
EFT052825 80.64 EATON052225
Check Total: 149,64
EFT052825 27,312.50 491184
Check Total: 27,312.50
EFT052825 1,667.50 482462
EFT052825 7,475.00 488166
EFT052825 8,625.00 491200
EFT052825 11,340.00 482463
00020072 05/29/2025
00020073 05/29/2025
00020074 05/29/2025
00020075 05/29/2025
00020076 05/29/2025
00020076 05/29/2025
P13579 00020077 05/29/2025
P13722
P13722
P13722
P13729
00020078 05/29/2025
00020078 05/29/2025
00020078 05/29/2025
00020078 05/29/2025
User: Gabriela Cahn
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City of Placentia
Check Register
For 06/12/2025
Type
Vendor Name/ID
Description
Account/Description
Batch ID
Amount Invoice#
PO # Check # Check Date

MW OH INFRASTRUCTURE
V012903

MW OH INFRASTRUCTURE
V012903

MW OH INFRASTRUCTURE
V012903

MW OH INFRASTRUCTURE
V012903

MAR - CONSTRUCTION INSP SVS

APR - CONSTRUCTION INSP SVS

MAR - CONST MGMT/INSP SVS

APR - CONST MGMT/INSP SVS
MW OH PLACENTIA FIREFIGHTERS PFFA PE5/10 PD5/16
V011878

MW OH PLACENTIA POLICE
V000839

MW OH PLACENTIA POLICE
V003519

MW OH PLACENTIA POLICE
V003519

MW OH PLACEWORKS
V012423

MW OH PLACEWORKS
V012423

MW OH WAGONER, BEAU
V009143

MW OH WAGONER, BEAU
PPFMA PE5/10 PD5/I6
PPOA PE5/10 PD5/16
PPOA PE5/10 PD5/16

APR CONSULTING SV CHAPMAN
APR - SP -5 CORRIDOR PLAN

PD TRAINING MILEAGE

PS TRAINING MEALS
796098-6740
Infrastructure - Streets
796098-6740
Infrastructure - Streets
791506-6740
Infrastructure - Streets
791506-6740
Infrastructure - Streets
0010-2189
Fire Association Dues
0010-2180
Police Mgmt Assn Dues
0078-2178
Placentia Police Assoc Dues
0010-2178
Placentia Police Assoc Dues
749104-6017/749104-6017
Special Studies
749505-6017
Special Studies
103041-6240
Mileage Reimbursement
103041-6250
EFT052825
EFT052825
EFT052825
EFT052825
15,735.00 488168
13,230.00 493366
8,910.00 488167
2,835.00 493365
Check Total: 69,817.50
EFT052825 1,050.00 PR2501010
Check Total:
1,050.00
EFT052825 1,375.79 PR2501010
Check Total:

EFT052825
EFT052825 3,247.74 PR2501010
Check Total: 3,257.65
EFT052825 6,294.01 PLA-02.0-7
EFT052825 4,674.15 PLA-03.0-7
Check Total:

EFT052825
EFT052825
1,375.79

9.91 PR2501010
10,968.16

80.92 WAGONER5212
294.00 WAGONER5212
P13729 00020078 05/29/2025
P13729 00020078 05/29/2025
P13754 00020078 05/29/2025
P13754 00020078 05/29/2025
00020079 05/29/2025
00020080 05/29/2025
00020081 05/29/2025
00020081 05/29/2025
P13488 00020082 05/29/2025
P13577 00020082 05/29/2025
00020083 05/29/2025
00020083 05/29/2025
User: Gabriela Calin
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City of Placentia
Check Register
For 06/12/2025
Type Vendor Name/ID Description
Account/Description
Batch ID Amount Invoice#
PO # Chcck # Check Date
V009143 Staff Training
MW OH ARDURRA GROUP INC APR-TUFFREE PK SIDEWALK DESIGN97507-6760 V012983 Infrastructure - Parks

MW OH LOMELI, CATHY
V011463
EMT CERTIFICATION - REIMB 103066-6250
Staff Training
Check Total: 374.92
EFT060425 1,406.00 165732 P13756 00020084 06/05/2025
Check Total: 1,406.00
EFT060425 149.00 050725
Chcck Total: 149.00
Type Total: 174,974.60
Check Total: 174,974.60
00020085 06/05/2025
User: Gabriela Calin
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Agenda Item No: 1.c

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: June 17, 2025
Submitted by: Jennifer Lampman
From: Finance
Subject:

Amendment No. 3 to Professional Services Agreement with HdL Companies for Sales Tax Auditing and Consulting Services
Financial Impact:

Fiscal Impact:

Expense: $6,540 Annual Fee Plus Additional Fees Contingent on Recovered Revenue Budgeted in FY2025-26 Proposed Budget (102020-6099)
Summary:

City Staff relies upon accurate, thorough sales tax collection information to estimate revenues for budgeting purposes, to assess progress in collecting sales tax revenue throughout the year and to monitor economic trends that can affect current or future budget estimates. Additionally, City Staff must be assured that sales tax received in the City is not paid to another agency in error. The specialized skills and equipment needed to undertake such analysis are beyond the scope of City Staff and specialized software is required. Therefore, it is more practical to hire consultants with the appropriate skills, training and equipment to perform sales tax analysis for the City. HdL Companies is qualified to perform such specialized analysis.

The City has utilized HdL Companies sales tax consulting services for over twenty (20) years with exceptional results. Many other local cities also use HdL Companies and have experienced similar results in recovering misallocated sales tax revenue. This action will approve an amendment to the current agreement with HdL Companies for sales tax analysis and auditing services extending the term by one year.

Recommendation:

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

1. Approve Amendment No. 3 to the Professional Services Agreement with Hinderliter, de Llamas and Associates (HdL Companies) for Sales Tax Analysis and Auditing Services for a term ending June 30, 2026; and

2. Authorize the City Administrator and/or her designee to execute all the necessary documents in a form approved by the City Attorney.

Strategic Plan Statement:

This item is consistent with the City Council approved 5 -Year Strategic Goal #1 to Ensure Long -Term Fiscal Sustainability but is not tied to a specific objective. 46 Discussion:

The California Department of Tax and Fee Administration (CDTFA) makes sales tax collection data available to local government agencies for analysis and tracking purposes, however because this data is provided in electronic format, specialized software is needed to decipher and analyze the data before meaningful reports can be created for use by Staff. Additionally, if recording errors are made by the CDTFA it can lead to allocation of sales tax credited to the wrong agency. If the errors can be identified and brought to the attention of the CDTFA, misallocated funds can be recovered and reallocated to the correct agency. HdL Companies is qualified to perform such specialized analysis.

The City has utilized HdL Companies sales tax consulting services for over twenty (20) years with exceptional results. Many other local cities also use HdL Companies and have experienced similar results in recovering misallocated sales tax revenue. HdL Companies have supplied the City with budget revenue estimates with excellent accuracy over the years.

Additionally, sales tax revenue estimates are updated every quarter to ensure that the City is meeting its revenue goals during the fiscal year.

The City has received outstanding service over the years from HdL Companies and their consultants. Because of their excellent reputation with California cities, past record of providing an excellent service level, their knowledge of the City and its sales tax generating businesses, geographical areas and demographics as well as the low cost of this contract, City Staff is recommending a one-year extension of the current agreement.

Fiscal Impact Summary:

The annual cost for basic service is $6,540 for Fiscal Year 2025-26. HdL Companies also charge 15% of any misallocated sales tax revenue or unreported revenue that is recovered by their auditing efforts. Any additional cost incurred because of misallocated or unreported sales tax would be covered by the additional revenue received and there would be no additional fiscal impact to the City. The cost of these services is included in the FY2025-26 Proposed Budget.

Attachments
Amendment No 3 HDL Sales Tax -Signed with insurance.pdf Placentia Contract 2019-2023.pdf
47 CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH

HINDERLITER, DE LLAMAS AND ASSOCIATES
THIS AGREEMENT is made and entered into this 1st day of January, 2019 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and HINDERLITER, DE LLAMAS AND ASSOCIATES, a California Corporation ("Consultant").

WITNESSETH:

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

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

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in Consultant's Scope of Work, 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.

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-Agree-ment. 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 sub-consultant(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all sub -consultants 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 ter l Iiina on of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

1.9 Non -Disclosure of Proprietary Information. In performing its duties under this Agreement, CONSULTANT will produce reports, technical information and other compilations of data to CITY. These reports, technical information and compilations of data are derived by CONSULTANT using methodologies, formulae, programs, techniques and other processes designed and developed by CONSULTANT at a substantial expense. CONSULTANT'S reports, technical information, compilations of data, methodologies, formulae, software, programs, techniques and other processes designed and developed by CONSULTANT shall be referred to as Proprietary -Information. CONSULTANT'S Proprietary information is not generally known by the entities with which CONSULTANT competes.

CONSULTANT desires to protect its Proprietary Information. Accordingly, CITY agrees that neither it nor any of its employees, agents, independent contractors or other persons or organizations over which it has control, will at any time during or after the term of this Agreement, directly or indirectly use any of CONSULTANT'S Proprietary Information for any purpose not associated with CONSULTANT'S activities. Further, CITY agrees that it nor any of its employees, agents, independent Consultants or other persons or organizations over which it has control, will disseminate or disclose any of CONSULTANT'S Proprietary Information to any person or organization not connected with CONSULTANT, without the express written consent of CONSULTANT. The CITY also agrees that consistent with its obligations under the California Public Records Act and related disclosure laws, it will undertake all necessary and appropriate steps to maintain the proprietary nature of CONSULTANT'S Proprietary Information.

Any use of the Proprietary Information or any other reports, records, documents or other materials prepared by CONSULTANT hereunder for other projects and/or use of uncompleted documents without specific written authorization by the CONSULTANT will be at the CITY's sole risk and without liability to CONSULTANT, and the CITY shall indemnify the CONSULTANT for all damages resulting therefrom.

1.10 Release of Documents Pursuant to Public Records Act. Notwithstanding any other provision in this Agreement, all obligations relating to disclosure of Proprietary Information remain subject to the Freedom of Information Act or California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, the "PRA"). The Parties intend that if CITY is served with a request for disclosure under the PRA, or any similar statute, the CITY in good faith will make the determination as to whether the material is disclosable or exempt under the statute, and shall resist the disclosure of Proprietary Information which is exempt from disclosure to the extent allowable under the law. CITY shall advise CONSULTANT in writing five (5) days prior to the intended disclosure of any decision to disclose Proprietary Information, and the reasons therefore, and if CONSULTANT then timely advises CITY in writing that it objects to the disclosure, CITY shall not disclose the information. In such case, CONSULTANT shall then be solely liable for defending the non -disclosure and shall indemnify and hold CITY harmless for such nondisclosure.

Li)

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 for fixed fee services shall not exceed Four Thousand Six Hundred Fifty Dollars ($4,650.00) annually in Fiscal Year 2018-19 ($325 per month July through December and $450 per month January through June). Effective January 1, 2020, and each year thereafter, the monthly fee of $450 will increase by the percentage increase in the Consumer Price Index (CPI) for the preceding twelve (12) months. For this agreement, the CPI Index for Los Angeles — Long Beach — Anaheim, All Items, as published by the United States Department of Labor Statistics will be utilized, as detailed in the Exhibit A fee for services section.

2.2. Additional Services. Consultant shall be paid 15% of all new and recovered sales, use and transactions tax revenue received by the City as a result, in whole or in part, of the -allocation-and-audit-recovery-services-as-outl₹ned in -Exhibit A. The -Consultant shall also _ be _ compensated for Consultation or Optional Services described in Exhibit A at the rates listed. Any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

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

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a quarterly basis. Said invoice shall be based on the total of all Consultants 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 ber of the authorized change order, where applicable, on aii invoices.

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

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. 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 5 years, ending on June 30, 2023, 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-Agreernent—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 shaii have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice

of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete + and incomplete
Jr_.
,-� �g, ���, mple�e i..ul r 1NrCie drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

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

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent Consultants, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident 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, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its sub -consultants, if any, to do likewise under their workers' compensation insurance policies.

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

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

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and .y�
employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One _ Million Dollars _ ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

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

by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, GIIIp1oyees, and VUIUIIteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

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

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

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

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

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

IF TO -CONSULTANT. IF TO CITY:

Hinderliter, de Llamas and
Associates
120 S. State College Boulevard,
Suite 200
Brea, CA 92821
TeI: 714-879-5000
City of Placentia
401 E. Chapman
Placentia, CA 92870
TeI: 714-993-8229
Attn: Andrew Nickerson, President Attn: Kim Krause, Director of Finance

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. Governinc 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. Assicnment. 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. Indernnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials,

officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized sub -consultants, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its empioyees, and/or authorized sub - consultants under this Agreement, whether or not the Consultant, its employees, and/or authorized sub -consultants are specifically named or otherwise asserted to be liable.

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

6.9. Independent Consultant. Consultant is and shall be acting at all times as an independent -Consultant 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 Consultant 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 sub -consultant 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 sub - consultants, 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 sub -consultants 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. AU 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 sub -consultants in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City, but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.

Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes-and-working-docum-ents-in-any-form, including but not limited to, computer _ tapes, ciscs, 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 sub -consultants, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

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

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

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

6.16. Prohibited Employment. Consultant will not employ any regular employee of City

while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so 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-Rrc hts Th-is Agreement is entered into for _ the sole _ benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

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

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

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

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

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

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

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

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
Rhonda Shader, Mayor
ATTEST:

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

CONSULTANT
1 Signa ure
Andrew Nickerson, President
Name and Title
33-0008507
Social Security or Taxpayer ID Number
Date:
o-= 11- /
Date: t2 -t\ lb

CD
APPROVED AS TO FORM:

ZN:L1
ct Date: (7-/i)
Christian Bettenhausen, City Attorney
APPROVED AS Tn lNSURANrE:

Gbh_
Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:

Date:
cc r roc_b Date: it 3 t 1
Kim Krause, Director of Finance
DEPARTMENTAL APPROVAL:

C_t G"Ccr c'k
Kim Krause, Director of Finance
Date:
`I
l. � t V

EXHIBIT A

SCOPE OF WORK

SCOPE OF SERVICES, COMPENSATION, CONFIDENTIALITY
The CONTRACTOR shall perform the following services (collectively, the "Services"):

A. SALES TAX AND ECONOMIC ANALYSIS SERVICES

1. CONTRACTOR shall establish a special database that identifies the name, address and quarterly allocations of all sales tax producers within the CITY for the most current and all quarters back to fiscal year 1992-1993 or earlier, if the CITY has prior historical sales tax data available on computer readable magnetic media. This database will be utilized to generate special reports to the CITY on:
major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and _ outlet comparisons with regional and statewide sales.

2. CONTRACTOR shall provide updated reports following each calendar quarter identifying changes in sales by individual businesses, business groups and categories and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. CONTRACTOR shall meet quarterly with CITY.

3. CONTRACTOR shall additionally provide following each calendar quarter a summary analysis for the CITY to share with Council Members Chambers of Commerce, other economic development interest groups and the public that analyze CITY'S sales tax trends by major groups, and geographic areas without disclosing confidential information.

4. CONTRACTOR shall make available to CITY staff CONTRACTOR's web - based sales tax computer software program containing sellers permit and quarterly allocation information for all in -city business outlets registered with the Department of Tax and Fee Administration and updated quarterly. This software shall allow CITY staff to search businesses by street address, account number, business name, business type and keyword, arrange data by geographic area, and print out a variety of reports.

B. ALLOCATION AUDIT AND RECOVERY SERVICES

1. CONTRACTOR shall conduct initial and on -going sales, use and transactions tax audits to identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales, use and transactions tax income for the CITY and/or recovering misallocated tax from previously properly registered taxpayers.

Common errors that will be monitored and corrected include, but are not limited to: transposition errors resulting in misallocations; erroneous consolidation of

multiple outlets; formula errors, misreporting of "point of sale" to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.

2. CONTRACTOR shall initiate contacts with state agencies, and sales management and accounting officials in companies that have businesses where a probability of error exists to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.

3. CONTRACTOR shall (i) prepare and submit to the Department of Tax and Fee Administration information for the purpose of correcting allocation errors that are identified and (ii) follow-up with individual businesses and the California Department -of Tax and -Fee -Administration to pro-mote-recovery-by-the-GITY—of _ back or prospective quarterly payments that may be owing.

4. If during the course of its audit, CONTRACTOR finds businesses located in the CITY that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to the CITY, CONTRACTOR may so advise CITY and work with those businesses and the CITY to encourage such changes.

C. CONSULTING AND OTHER OPTIONAL SERVICES
CONTRACTOR may, from time to time in its sole discretion, consult with CITY staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax; (ii) utilization of reports to enhance business license collection efforts; and (iii) sales tax projections for proposed annexations, economic development projects and budget planning. In addition to the foregoing optional consulting services, CONTRACTOR may, from time to time in its sole discretion, perform other optional Services, including without limitation, negotiating/review of tax sharing agreements, establishing purchasing corporations, and meeting with taxpayers to encourage self -assessment of use tax.

COMPENSATION
A. CONTRACTOR shall provide the sales tax and economic analysis Services described above for a fee of $450 per month, commencing with the month of the Effective Date (hereafter referred to as "monthly fee"). The monthly fee shall be invoiced quarterly in arrears, and shall be paid by CITY no later than 30 days after the invoice date. The monthly fee shall increase annually following the month of the Effective Date by the percentage increase in the "CPI" for the preceding twelve month period. In no event shall the monthly fee be reduced by this calculation. For purposes of this Agreement, the "CPI" shall mean the Consumer Price Index - All Urban Consumers for the surrounding statistical metropolitan area nearest CITY, All Items (1982-84 = 100), as published by the U.S. Department of Labor, Bureau of Labor Statistics, or, if such

co
index should cease to be published, any reasonably comparable index selected by CONTRACTOR.

B. CONTRACTOR shall be further paid 15% of all new and recovered sales, use and transactions tax revenue received by the CITY as a result, in whole or in part, of the allocation audit and recovery services described above (hereafter referred to as "audit fee"), including without limitation, any reimbursement or other payment from any state fund and any point of sale misallocations.

1. The audit fee shall be paid even if CITY assists, works in parallel with, and/or incurs attorneys' fees or other costs or expenses in connection with any of the relevant Services. Among other things, the audit fee applies to state fund transfers received for back quarter reallocations and monies received in the first eight consecutive -reporting quarters following completion of the allocation audit by _ CONTRACTOR and confirmation of corrections by the California Department of Tax and Fee Administration. CITY shall pay audit fees upon CONTRACTOR'S submittal of evidence of CONTRACTOR'S work in support of recovery of subject revenue, including, without limitation, copies of BOE 549-S petition forms of any other correspondence between CONTRACTOR and the Department of Tax and Fee Administration or the taxpayer.

2. For any increase in the tax reported by businesses already properly making tax payments to CITY, it shall be CONTRACTOR's responsibility to support in its invoices the audit fee attributable, in whole or in part, to CONTRACTOR's Services.

C. CONTRACTOR shall invoice CITY for any consulting and other optional Services rendered to CITY in accordance with above based on the following hourly rates on a monthly or a quarterly basis, at CONTRACTOR's option. All such invoices shall be payable by CITY no later than 30 days following the invoice date. CITY shall not be invoiced for any consulting Services totaling less than an hour in any month. The hourly rates in effect as of the Effective Date are as follows:

Principal $325 per hour
Programmer $295 per hour
Senior Analyst $245 per hour
Analyst $195 per hour
CONTRACTOR may change such hourly rates from time to time upon not less than 30 days' prior written notice to CITY.

D. Any invoices not paid in accordance with the Thirty (30) day payment terms, shall accrue monthly interest at a rate equivalent to ten percent (10%) per annum until paid.

E. CONTRACTOR unilaterally retains the right to divide any recovery bills in excess of $25,000 over a one (1) year period (Four (4) quarterly billings).

F. CONTRACTOR shall provide CITY with an itemized quarterly invoice showing all formula calculations and amounts due for the audit fee (including, without limitation, a detailed listing of any corrected misallocation), which shall be paid by CITY no later than 30 days following the invoice date.

CONFIDENTIALITY; OWNERSHIP/USE OF INFORMATION
A. Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. Section 7056 specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales and Use Tax records.

B. The following conditions specified in Section 7056-(b), (1) of the State of California Revenue and Taxation Code are hereby made part of this Agreement:

1. CONTRACTOR is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to CITY pursuant to contract under the Bradley -Bums Uniform Sales and Use Tax Law Revenue and Taxation Code Section 7200 et.seq.

2. CONTRACTOR is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information.

3. CONTRACTOR is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement.

4. CONTRACTOR is prohibited from retaining the information contained in, or derived from those sales, use or transactions and use tax records, after this Agreement has expired. -n=ormation obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the CONTRACTOR as a person authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.

C. Software Use. CONTRACTOR hereby provides authorization to CITY to access CONTRACTOR'S Sales Tax website if CITY chooses to subscribe to the software and reports option. The website shall only be used by authorized CITY staff No access will be granted to any third party without explicit written authorization by CONTRACTOR. CITY shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The

software use granted hereunder shall not imply ownership by CITY of said software, or any right of CITY to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable.

Upon termination or expiration of this Agreement, the software use authorization shall expire, and all CITY staff website login shall be de -activated.

D. Proprietary Information. As used herein, the term "proprietary information" means all information or material that has or could have commercial value or other utility in CONTRACTOR's business, including without limitation: CONTRACTOR'S (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web -based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise-required-by-law,-CIT-Y-shallhold in confidence -and -shall -not use-(exeept as _ expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by CITY in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information.

EXHIBIT B
Insurance Certificates

CORD CERTIFICATE OF LIABILITY INSURANCE

44... ..---e".

DATE(MM/DD/YYYY)
11/9/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

PRODUCER
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614

CONTACT
Sergio Nilchian

PHONE FAX
(A/C. No. )co:E 949.435.7358 (A/c, No): 949.476.3118
ADDRRss: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIL #
INSURERA: Twin City Fire Insurance Company
29459
INSURED HDLCOMP-01
Hinderliter de Llamas & Associates
HdL Software, LLC.
120 S State College Blvd., Suite 200
Brea CA 92821
INSURERB: National Fire Insurance Company of Hartford
20478
INSURER C: Continental Insurance Company
35289
INSURERD:

INSURERS-
INSURER F:

ICATE NUMBER: 385695716
REVISION NUMBER:

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

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

INSR
LTR
B
X

TYPE OF INSURANCE

COMMERCIAL GENERAL LIABILITY

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

POLICY PEr° LOC
X
OTHER:

ADOL
INSD
Y
SUER
wVo

POLICY NUMBER
6056953483

POLICY EFF
(NINI/DD/YYYY)
11/15/2017

POLICY EXP
(MM/ODIYYYY)
5/26/2019

EACH OCCURRENCE
DAMAGE TO RENTED •
PREMISES (Ea oceurronce)
LIMITS
$ 1,000,000
MED EXP (Any ono person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE
$ 1,000,000
$ 15,000
$ 1,000,000
$ 2,000,000

PRODUCTS - COMP/OP AGG
$ 2,000,000
B
AU
X

OMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS
r^ NON -OWNED

AUTOS ONLY
Y
6056953466
11/15/2017
5/26/2019

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
$ 1,000,000
$
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)
$
$
B
C
A
X

UMBRELLA LIAB

EXCESS LIAB
X
OCCUR

CLAIMS -MADE
DED
X
RETENT ON $ 1 n,onn

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
ANYP ROPRI EfO R/PARTNER/EXEC UTI V E
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Professional Llabllity/Claim Made
Retroactive Dale 2115/03
YIN
N/A
Y
6056953502
6056953497
72PG0246728
11/15/2017
11/15/2018
11/15/2017
5/26/2019
5/26/2019
5/26/2019

EACH OCCURRENCE
$ 3,000,000

AGGREGATE
$ 3,000,000
X
PER

STATUTE
E.L. EACH ACCIDENT
OTH-
ER
$
$1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
Each Claim
Aggregate
Deductible
$ 1,000,000
$1,000,000
$2,000,000
25,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) *30 day notice of cancellation, 10 days for nonpayment. City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers included Additional Insured as respects General Liability and Auto Liability. Waiver of Subrogation applies as respects Workers Compensation.

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

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
1/7
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

CNA
ADDITIONAL INSURED — PRIMARY AND NON-CONTRIBUTORY
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:

SCHEDULE
Name of Additional Insured Persons Or Organizations
City of Placentia
401 E Chapman Ave
Placentia, CA 92870

1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II — LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy.

2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy.

All other terms and conditions of the Policy remain unchanged.

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

CNA71527XX (10-12) Page 1
Insured Name: Hinderiiter, de Llamas & Associates I HDL Software, LLC Policy No: 6056953466
Endorsement No: 1
Effective : 11/15/17 - 5/26/19
© CNA All Rights Reserved.

POLICY NUMBER: 6056953466 COMMERCIAL AUTO
CA04441013
T i-iiS ENuuk ,L VIEN T 1:1-1ANCGES I ME PULIUY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: Hinderliter, de Llamas & Associates f HDL Software, LLC Endorsement Effective Date: 11/1512017

SCHEDULE
Name(s) Of Person(s) Or Organization(s): city of Placentia 401 E Chapman Ave
Placentia, CA 92870
Information recuired to com5lete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization(s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with
that person or organization.

CA 04 44 10 13
Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1

CNA
Technology General Liability Extension Endorsement
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply.

SCHEDULE:

City of Placentia
401 E Chapman Ave
Placentia, CA 92870

TABLE OF CONTENTS

1. Additional Insureds

2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance

3. Bodily Injury— Expanded Definition

4. Broad Knowledge of Occurrence/ Notice of Occurrence

5. Broad Named Insured

6. Estates, Legal Representatives and Spouses

7. Expected Or Intended injury — Exception for Reasonable Force

8. In Rem Actions

9. Incidental Health Care rvMa{practice Coverage

10. Joint Ventures/Partnership/Limited Liability Companies

11. Legal Liability — Damage To Premises

12. Medical Payments

13. Non -owned Aircraft Coverage

14. Non -owned Watercraft

15. Personal And Advertising Injury — Discrimination or Humiliation

16. Personal And Advertising Injury - Limited Contractual Liability

17. Property Damage - Elevators

18. Supplementary Payments

19. Property Damage — Patterns, Molds and Dies

20. Unintentional Failure To Disclose Hazards

21. Waiver of Subrogation — Blanket
CNA74872XX (1-15)

Page 1 of 14 ends

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

/
1 CNA
Technology General Liability Extension Endorsement

1. ADDITIONAL INSUREDS
a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement:
(1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to:
(a) the bodily injury or property damage; or
(b) the offense that caused the personal and advertising injury, of rwhich suci additional insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:
(1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below.

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

A. Controlling Interest
Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of:

1. such person or organization's financial control of a Named Insured; or

2. premises such person or organization owns, maintains or controls while a Named insured leases or occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

B. Co-owner of Insured Premises
A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises.

C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured.

D. Lessor of Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insureds maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.

E. Lessor of Land
Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, CNA74872XX (1-15) Policy No: 6056953483

Page 2 of 14 ends

Effective: 11/15/17 - 5/26/19
Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

CNA
Technology General Liability Extension Endorsement
maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

F. Lessor of Premises
An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not app y to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

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

The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of:

1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies:
a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or

2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf.

The coverage granted by this paragraph does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard.

With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured.

I. Trade Show Event Lessor

1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by:

CNA74872XX (1-15) Policy No: 6056953483

Page 3 of 14 ends

Effective: 11/15/17 - 5/26/19
Insured Name: Hinder!iter, de Llamas & Associates ; HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission.

CNA
Technology General Liability Extension Endorsement
a, the Named Insured's acts or omissions; or
b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event.

2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard.

J. Vendor
Any person or organization but only with respect to such person or organization's liability for bodily injury or property -damage -arising -out -of -your -products -which are distributed or-sold-in-the-regularcourse-of-such _ person or organization's business, provided that:

1. The coverage granted by this paragraph does not apply to:
a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement;
b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; 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 any inspections, adjustments, tests or servicing that such person or organization 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 such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or
h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured 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 Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products.

3. This Paragraph J. also does not apply:
a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part.

CNA74872XX (1-15)

Page 4 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

CNA
Technology General Liability Extension Endorsement
K. Other Person Or Organization / Your Work
Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:

1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor

2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and
c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part.

2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph:

If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured.

B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above:

Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization.

3. BODILY INJURY — EXPANDED DEFINITION
Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:

Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease.

4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions:

A. BROAD KNOWLEDGE OF OCCURRENCE
The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice.

B. NOTICE OF OCCURRENCE
CNA74872XX (1-15)

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Insured Name: Hinderliter, de Llamas & Associates f HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

CNA
Technology General Liability Extension Endorsement
The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim.

5. BROAD NAMED INSURED
WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following:

3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control:
a. on the effective date of this Coverage Part; or
b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance.

But this BROAD NAMED INSURED provision does not apply to:
(a) any partnership or joint venture; or
(b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part.

For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means:

A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or
B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust.

4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to:
a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor
b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases.

5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ.

6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however CNA74872XX (1-15)

Page 6 of 14 ends

Insured Name: Hinderl!ter, de Llamas & Associates ! HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

CNA
Technology General Liability Extension Endorsement
that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business.

7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following:

This insurance does not apply to:

Expected or Intended Injury
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.

8. IN REM ACTIONS
A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured.

9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE
Solely with respect to bodily injury that arises out of a health care incident:

A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following:
b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if:
(1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and
B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to:
i. add the following to the Employers Liability exclusion:

This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits).
ii. delete the exclusion entitled Contractual Liability and replace it with the following:

This insurance does not apply to:

Contractual Liability
the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees.
iii. add the following additional exclusions.

This insurance does not apply to:

CNA74872XX (1-15)

Page 7 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26119

CNA
Technology General Liability Extension Endorsement
Discrimination
any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital statics or sexual orientation.

Dishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.

Medicare/Medicaid Fraud
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program.

Services Excluded by Endorsement
Any health care incident for which coverage is excluded by endorsement.

C. DEFINITIONS is amended to:
add the following definitions:

Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of:
a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received.

Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required:
a. Physician;
b. Nurse;
c. Nurse practitioner;
d. Emergency medical technician;
e. Paramedic;
f. Dentist;
g. Physical therapist;
h. Psychologist;
i. Speech therapist;
j. Other allied health professional; or
Professional health care services does not include any services rendered in connection with human clinical trials or product testing.
ii. delete the definition of occurrence and replace it with the following:

Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence;
CNA74872XX (1-15) Policy No: 6056953483

Page 8 of 14 ends

Effective: 11/15/17 - 5/26/19
Insured Name: Hinderliter, de Llamas & Associates HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

CO
CNA
Technology General Liability Extension Endorsement
iii. amend the definition of insured to:
a. add the following:
• the Named Insured's employees are Insureds with respect to:
(1)
bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insurers or while performing duuties related to the conduct of the Named Insured's business; and
(2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business;
when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to:
(1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and
(2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business;
when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following:

Insured does not include any physician while acting in his or her capacity as such.

D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following:

Other Insurance
b. Excess Insurance
(1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 1D. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following:

No person or organization is an Insured with respect to:
• the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor
• the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control;
except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that:
a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and CNA74872XX (1-15)

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Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No; 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

C'NA
Technology General Liability Extension Endorsement
c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company.

11. LEGAL LIABILITY — DAMAGE TO PREMISES
A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following st bparagra.ph (6) of the Damage to Property exclusion and replace it with the following:

Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured 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 LIMITS OF INSURANCE.

B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following:

Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section.

C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following:

6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to:
a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and
b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days.

The Damage To Premises Rented To You Limit is $500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations.

D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following:
(ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control;
E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part.

12. MEDICAL PAYMENTS
A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following:

7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of:
(1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@ ; or (2) the amount shown in the Declarations for Medical Expense Limit.

CNA74872XX (1-15)

Page 10 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

Technology General Liability Extension Endorsement
B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following:
(b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13, NnN-OWNED AIRCP.AFT
Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows:

The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following:

This exclusion does no appryto an aircraft not owned by any Named Insured, provided that:

1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot;

2. the aircraft is rented with a trained, paid crew to the Named Insured; and

3. the aircraft is not being used to carry persons or property for a charge.

14. NON -OWNED WATERCRAFT
Under COVERAGES, Coverage A — Bodily injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following.

This exclusion does not apply to:
(2) a watercraft that is not owned by any Named Insured, provided the watercraft is:
(a) less than 75 feet long; and
(b) not being used to carry persons or property for a charge.

15. PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort:
• Discrimination or humiliation that results in injury to the feelings or reputation of a natural person.

B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to:

1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following:

This insurance does not apply to:

Knowing Violation of Rights of Another
Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of:
(a) the Named Insured; or
(b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured.

2. add the following exclusions:

This insurance does not apply to:

CNA74872XX (1-15)

Page 11 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

M
co
CNA
�q
7-)
Technology General Liability Extension Endorsement
Empioyment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured.

Premises Related Discrimination
discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured.

Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination.

The coverage provided by this PERSONAL_AND_ADM_ERTJ.SINGG-INJ.U.RY-..DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from
Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part.

16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following:

This insurance does not apply to:

Contractual Liability
Personal and advertising injury for which the Insured has assumed liability in a contract or agreement.

This exclusion does not apply to liability for damages:
(1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract.

Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided:
(a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and
(b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged.

B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following:

Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment, Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.

C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B:

1. Paragraph 2.d. is replaced by the following:

CNA74872XX (1-15)

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Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19-

•
r
CNA
Technology General Liability Extension Endorsement
d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee;

2. The first unnumbered paragraph beneath Paragraph 2.rf.(2)(b) is deleted and replaced by the following:

So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such, payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance.

D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part.

17. PROPERTY DAMAGE — ELEVATORS
A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators.

B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph:

This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators.

18. SUPPLEMENTARY PAYMENTS
The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows:

A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and
B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit.

19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES
Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit:

A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly.

20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.

CNA74872XX (1-15)

Page 13 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
• Effective: 11/15/17 - 5/26/19

CNA
Technology General Liability Extension Endorsement

21. WAIVER OF SUBROGATION - BLANKET
Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following:

The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of:

1. the Named Insured's ongoing operations; or

2. your work included in the products -completed operations hazard.

However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written -contract or -written -agreement, —and -only -if -such -contract or -agreement:

1. is in effect or becomes effective during the term of this Coverage Part; and

2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim.

All other terms and conditions of the Policy remain unchanged.

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

CNA74872XX (1-15)

Page 14 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

111
Jt l::a.t& :..:: .:sxu ,.....�,:,� ;.r `-%- .:` .. ..._..-- .- "..__.=�:�:.ay',ry- ... __ 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 perform work written contract .
you perform under a'vJi i��ci� that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
City of Placentia
401 E Chapman Ave -
Placentia, CA 92870
The premium charge for the endorsement is reflected in the Schedule of Operations.

All other terms and conditions of the policy remain unchanged.

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

Form No: WC 00 03 13 (04-1984)
Endorsement Effective Date: 11/15/17 Endorsement Expiration Date: 5/26/19 Endorsement No: 1
Underwriting Company: Continental Insurance Company
Policy No: 6056677063, 6056953497
Policy Effective Date: 11/15/2017
Copyright 1983 National Council on Compensation Insurance.

ti
CO

CITY OF PLACENTIA

PROFESSIONAL SERVICES AGREEMENT
WITH

HINDERLITER, DE LLAMAS AND ASSOCIATES
THIS AGREEMENT is made and entered into this 1st day of January, 2019 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and HINDERLITER, DE LLAMAS AND ASSOCIATES, a California Corporation ("Consultant").

WITNESSETH:

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

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

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in Consultant's Scope of Work, 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.

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-Agree-ment. 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 sub-consultant(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all sub -consultants 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 ter l Iiina on of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

1.9 Non -Disclosure of Proprietary Information. In performing its duties under this Agreement, CONSULTANT will produce reports, technical information and other compilations of data to CITY. These reports, technical information and compilations of data are derived by CONSULTANT using methodologies, formulae, programs, techniques and other processes designed and developed by CONSULTANT at a substantial expense. CONSULTANT'S reports, technical information, compilations of data, methodologies, formulae, software, programs, techniques and other processes designed and developed by CONSULTANT shall be referred to as Proprietary -Information. CONSULTANT'S Proprietary information is not generally known by the entities with which CONSULTANT competes.

CONSULTANT desires to protect its Proprietary Information. Accordingly, CITY agrees that neither it nor any of its employees, agents, independent contractors or other persons or organizations over which it has control, will at any time during or after the term of this Agreement, directly or indirectly use any of CONSULTANT'S Proprietary Information for any purpose not associated with CONSULTANT'S activities. Further, CITY agrees that it nor any of its employees, agents, independent Consultants or other persons or organizations over which it has control, will disseminate or disclose any of CONSULTANT'S Proprietary Information to any person or organization not connected with CONSULTANT, without the express written consent of CONSULTANT. The CITY also agrees that consistent with its obligations under the California Public Records Act and related disclosure laws, it will undertake all necessary and appropriate steps to maintain the proprietary nature of CONSULTANT'S Proprietary Information.

Any use of the Proprietary Information or any other reports, records, documents or other materials prepared by CONSULTANT hereunder for other projects and/or use of uncompleted documents without specific written authorization by the CONSULTANT will be at the CITY's sole risk and without liability to CONSULTANT, and the CITY shall indemnify the CONSULTANT for all damages resulting therefrom.

1.10 Release of Documents Pursuant to Public Records Act. Notwithstanding any other provision in this Agreement, all obligations relating to disclosure of Proprietary Information remain subject to the Freedom of Information Act or California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, the "PRA"). The Parties intend that if CITY is served with a request for disclosure under the PRA, or any similar statute, the CITY in good faith will make the determination as to whether the material is disclosable or exempt under the statute, and shall resist the disclosure of Proprietary Information which is exempt from disclosure to the extent allowable under the law. CITY shall advise CONSULTANT in writing five (5) days prior to the intended disclosure of any decision to disclose Proprietary Information, and the reasons therefore, and if CONSULTANT then timely advises CITY in writing that it objects to the disclosure, CITY shall not disclose the information. In such case, CONSULTANT shall then be solely liable for defending the non -disclosure and shall indemnify and hold CITY harmless for such nondisclosure.

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 for fixed fee services shall not exceed Four Thousand Six Hundred Fifty Dollars ($4,650.00) annually in Fiscal Year 2018-19 ($325 per month July through December and $450 per month January through June). Effective January 1, 2020, and each year thereafter, the monthly fee of $450 will increase by the percentage increase in the Consumer Price Index (CPI) for the preceding twelve (12) months. For this agreement, the CPI Index for Los Angeles — Long Beach — Anaheim, All Items, as published by the United States Department of Labor Statistics will be utilized, as detailed in the Exhibit A fee for services section.

2.2. Additional Services. Consultant shall be paid 15% of all new and recovered sales, use and transactions tax revenue received by the City as a result, in whole or in part, of the -allocation-and-audit-recovery-services-as-outl₹ned in -Exhibit A. The -Consultant shall also _ be _ compensated for Consultation or Optional Services described in Exhibit A at the rates listed. Any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

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

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a quarterly basis. Said invoice shall be based on the total of all Consultants 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 ber of the authorized change order, where applicable, on aii invoices.

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

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3.2. 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 5 years, ending on June 30, 2023, 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-Agreernent—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 shaii have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.

4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice

of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.

In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete + and incomplete
Jr_.
,-� �g, ���, mple�e i..ul r 1NrCie drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.

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

5.0. INSURANCE

5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent Consultants, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident 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, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its sub -consultants, if any, to do likewise under their workers' compensation insurance policies.

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

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

The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement by the City. The City, its officers and .y�
employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One _ Million Dollars _ ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.

Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.

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

by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, GIIIp1oyees, and VUIUIIteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

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

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

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

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

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

IF TO -CONSULTANT. IF TO CITY:

Hinderliter, de Llamas and
Associates
120 S. State College Boulevard,
Suite 200
Brea, CA 92821
TeI: 714-879-5000
City of Placentia
401 E. Chapman
Placentia, CA 92870
TeI: 714-993-8229
Attn: Andrew Nickerson, President Attn: Kim Krause, Director of Finance

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. Governinc 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. Assicnment. 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. Indernnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials,

officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized sub -consultants, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its empioyees, and/or authorized sub - consultants under this Agreement, whether or not the Consultant, its employees, and/or authorized sub -consultants are specifically named or otherwise asserted to be liable.

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

6.9. Independent Consultant. Consultant is and shall be acting at all times as an independent -Consultant 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 Consultant 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 sub -consultant 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 sub - consultants, 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 sub -consultants 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. AU 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 sub -consultants in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City, but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.

Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes-and-working-docum-ents-in-any-form, including but not limited to, computer _ tapes, ciscs, 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 sub -consultants, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).

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

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

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

6.16. Prohibited Employment. Consultant will not employ any regular employee of City

while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so 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-Rrc hts Th-is Agreement is entered into for _ the sole _ benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

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

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

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

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

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

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

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

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
Rhonda Shader, Mayor
ATTEST:

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

CONSULTANT
Andrew Nickerson, President
Name and Title
33-0008507
Social Security or Taxpayer ID Number
Date:
o-= 11- /
Date: t2 -t\ lb

APPROVED AS TO FORM:

ZN:L1
ct Date: (7-/i)
Christian Bettenhausen, City Attorney
APPROVED AS Tn lNSURANrE:

Gbh_
Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:

Date:
cc r roc_b Date: it 3 t 1
Kim Krause, Director of Finance
DEPARTMENTAL APPROVAL:

Kim Krause, Director of Finance
Date:
`I
l. � t V

EXHIBIT A

SCOPE OF WORK

SCOPE OF SERVICES, COMPENSATION, CONFIDENTIALITY
The CONTRACTOR shall perform the following services (collectively, the "Services"):

A. SALES TAX AND ECONOMIC ANALYSIS SERVICES

1. CONTRACTOR shall establish a special database that identifies the name, address and quarterly allocations of all sales tax producers within the CITY for the most current and all quarters back to fiscal year 1992-1993 or earlier, if the CITY has prior historical sales tax data available on computer readable magnetic media. This database will be utilized to generate special reports to the CITY on:
major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and _ outlet comparisons with regional and statewide sales.

2. CONTRACTOR shall provide updated reports following each calendar quarter identifying changes in sales by individual businesses, business groups and categories and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. CONTRACTOR shall meet quarterly with CITY.

3. CONTRACTOR shall additionally provide following each calendar quarter a summary analysis for the CITY to share with Council Members Chambers of Commerce, other economic development interest groups and the public that analyze CITY'S sales tax trends by major groups, and geographic areas without disclosing confidential information.

4. CONTRACTOR shall make available to CITY staff CONTRACTOR's web - based sales tax computer software program containing sellers permit and quarterly allocation information for all in -city business outlets registered with the Department of Tax and Fee Administration and updated quarterly. This software shall allow CITY staff to search businesses by street address, account number, business name, business type and keyword, arrange data by geographic area, and print out a variety of reports.

B. ALLOCATION AUDIT AND RECOVERY SERVICES

1. CONTRACTOR shall conduct initial and on -going sales, use and transactions tax audits to identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales, use and transactions tax income for the CITY and/or recovering misallocated tax from previously properly registered taxpayers.

Common errors that will be monitored and corrected include, but are not limited to: transposition errors resulting in misallocations; erroneous consolidation of

multiple outlets; formula errors, misreporting of "point of sale" to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.

2. CONTRACTOR shall initiate contacts with state agencies, and sales management and accounting officials in companies that have businesses where a probability of error exists to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.

3. CONTRACTOR shall (i) prepare and submit to the Department of Tax and Fee Administration information for the purpose of correcting allocation errors that are identified and (ii) follow-up with individual businesses and the California Department -of Tax and -Fee -Administration to pro-mote-recovery-by-the-GITY—of _ back or prospective quarterly payments that may be owing.

4. If during the course of its audit, CONTRACTOR finds businesses located in the CITY that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to the CITY, CONTRACTOR may so advise CITY and work with those businesses and the CITY to encourage such changes.

C. CONSULTING AND OTHER OPTIONAL SERVICES
CONTRACTOR may, from time to time in its sole discretion, consult with CITY staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax; (ii) utilization of reports to enhance business license collection efforts; and (iii) sales tax projections for proposed annexations, economic development projects and budget planning. In addition to the foregoing optional consulting services, CONTRACTOR may, from time to time in its sole discretion, perform other optional Services, including without limitation, negotiating/review of tax sharing agreements, establishing purchasing corporations, and meeting with taxpayers to encourage self -assessment of use tax.

COMPENSATION
A. CONTRACTOR shall provide the sales tax and economic analysis Services described above for a fee of $450 per month, commencing with the month of the Effective Date (hereafter referred to as "monthly fee"). The monthly fee shall be invoiced quarterly in arrears, and shall be paid by CITY no later than 30 days after the invoice date. The monthly fee shall increase annually following the month of the Effective Date by the percentage increase in the "CPI" for the preceding twelve month period. In no event shall the monthly fee be reduced by this calculation. For purposes of this Agreement, the "CPI" shall mean the Consumer Price Index - All Urban Consumers for the surrounding statistical metropolitan area nearest CITY, All Items (1982-84 = 100), as published by the U.S. Department of Labor, Bureau of Labor Statistics, or, if such

index should cease to be published, any reasonably comparable index selected by CONTRACTOR.

B. CONTRACTOR shall be further paid 15% of all new and recovered sales, use and transactions tax revenue received by the CITY as a result, in whole or in part, of the allocation audit and recovery services described above (hereafter referred to as "audit fee"), including without limitation, any reimbursement or other payment from any state fund and any point of sale misallocations.

1. The audit fee shall be paid even if CITY assists, works in parallel with, and/or incurs attorneys' fees or other costs or expenses in connection with any of the relevant Services. Among other things, the audit fee applies to state fund transfers received for back quarter reallocations and monies received in the first eight consecutive -reporting quarters following completion of the allocation audit by _ CONTRACTOR and confirmation of corrections by the California Department of Tax and Fee Administration. CITY shall pay audit fees upon CONTRACTOR'S submittal of evidence of CONTRACTOR'S work in support of recovery of subject revenue, including, without limitation, copies of BOE 549-S petition forms of any other correspondence between CONTRACTOR and the Department of Tax and Fee Administration or the taxpayer.

2. For any increase in the tax reported by businesses already properly making tax payments to CITY, it shall be CONTRACTOR's responsibility to support in its invoices the audit fee attributable, in whole or in part, to CONTRACTOR's Services.

C. CONTRACTOR shall invoice CITY for any consulting and other optional Services rendered to CITY in accordance with above based on the following hourly rates on a monthly or a quarterly basis, at CONTRACTOR's option. All such invoices shall be payable by CITY no later than 30 days following the invoice date. CITY shall not be invoiced for any consulting Services totaling less than an hour in any month. The hourly rates in effect as of the Effective Date are as follows:

Principal $325 per hour
Programmer $295 per hour
Senior Analyst $245 per hour
Analyst $195 per hour
CONTRACTOR may change such hourly rates from time to time upon not less than 30 days' prior written notice to CITY.

D. Any invoices not paid in accordance with the Thirty (30) day payment terms, shall accrue monthly interest at a rate equivalent to ten percent (10%) per annum until paid.

E. CONTRACTOR unilaterally retains the right to divide any recovery bills in excess of $25,000 over a one (1) year period (Four (4) quarterly billings).

F. CONTRACTOR shall provide CITY with an itemized quarterly invoice showing all formula calculations and amounts due for the audit fee (including, without limitation, a detailed listing of any corrected misallocation), which shall be paid by CITY no later than 30 days following the invoice date.

CONFIDENTIALITY; OWNERSHIP/USE OF INFORMATION
A. Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. Section 7056 specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales and Use Tax records.

B. The following conditions specified in Section 7056-(b), (1) of the State of California Revenue and Taxation Code are hereby made part of this Agreement:

1. CONTRACTOR is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to CITY pursuant to contract under the Bradley -Bums Uniform Sales and Use Tax Law Revenue and Taxation Code Section 7200 et.seq.

2. CONTRACTOR is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information.

3. CONTRACTOR is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement.

4. CONTRACTOR is prohibited from retaining the information contained in, or derived from those sales, use or transactions and use tax records, after this Agreement has expired. -n=ormation obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the CONTRACTOR as a person authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.

C. Software Use. CONTRACTOR hereby provides authorization to CITY to access CONTRACTOR'S Sales Tax website if CITY chooses to subscribe to the software and reports option. The website shall only be used by authorized CITY staff No access will be granted to any third party without explicit written authorization by CONTRACTOR. CITY shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The

software use granted hereunder shall not imply ownership by CITY of said software, or any right of CITY to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable.

Upon termination or expiration of this Agreement, the software use authorization shall expire, and all CITY staff website login shall be de -activated.

D. Proprietary Information. As used herein, the term "proprietary information" means all information or material that has or could have commercial value or other utility in CONTRACTOR's business, including without limitation: CONTRACTOR'S (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web -based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise-required-by-law,-CIT-Y-shallhold in confidence -and -shall -not use-(exeept as _ expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by CITY in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information.

EXHIBIT B
Insurance Certificates

CORD CERTIFICATE OF LIABILITY INSURANCE

44... ..---e".

DATE(MM/DD/YYYY)
11/9/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

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

PRODUCER
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614

CONTACT
Sergio Nilchian

PHONE FAX
(A/C. No. )co:E 949.435.7358 (A/c, No): 949.476.3118
ADDRRss: [email protected]

INSURER(S) AFFORDING COVERAGE
NAIL #
INSURERA: Twin City Fire Insurance Company
29459
INSURED HDLCOMP-01
Hinderliter de Llamas & Associates
HdL Software, LLC.
120 S State College Blvd., Suite 200
Brea CA 92821
INSURERB: National Fire Insurance Company of Hartford
20478
INSURER C: Continental Insurance Company
35289
INSURERD:

INSURERS-
INSURER F:

ICATE NUMBER: 385695716
REVISION NUMBER:

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

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

INSR
LTR
B
X

TYPE OF INSURANCE

COMMERCIAL GENERAL LIABILITY

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

POLICY PEr° LOC
X
OTHER:

ADOL
INSD
Y
SUER
wVo

POLICY NUMBER
6056953483

POLICY EFF
(NINI/DD/YYYY)
11/15/2017

POLICY EXP
(MM/ODIYYYY)
5/26/2019

EACH OCCURRENCE
DAMAGE TO RENTED •
PREMISES (Ea oceurronce)
LIMITS
$ 1,000,000
MED EXP (Any ono person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE
$ 1,000,000
$ 15,000
$ 1,000,000
$ 2,000,000

PRODUCTS - COMP/OP AGG
$ 2,000,000
B
AU
X

OMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS
r^ NON -OWNED

AUTOS ONLY
Y
6056953466
11/15/2017
5/26/2019

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
$ 1,000,000
$
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)
$
$
B
C
A
X

UMBRELLA LIAB

EXCESS LIAB
X
OCCUR

CLAIMS -MADE
DED
X
RETENT ON $ 1 n,onn

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
ANYP ROPRI EfO R/PARTNER/EXEC UTI V E
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Professional Llabllity/Claim Made
Retroactive Dale 2115/03
YIN
N/A
Y
6056953502
6056953497
72PG0246728
11/15/2017
11/15/2018
11/15/2017
5/26/2019
5/26/2019
5/26/2019

EACH OCCURRENCE
$ 3,000,000

AGGREGATE
$ 3,000,000
X
PER

STATUTE
E.L. EACH ACCIDENT
OTH-
ER
$
$1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
Each Claim
Aggregate
Deductible
$ 1,000,000
$1,000,000
$2,000,000
25,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) *30 day notice of cancellation, 10 days for nonpayment. City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers included Additional Insured as respects General Liability and Auto Liability. Waiver of Subrogation applies as respects Workers Compensation.

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

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
1/7
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

CNA
ADDITIONAL INSURED — PRIMARY AND NON-CONTRIBUTORY
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:

SCHEDULE
Name of Additional Insured Persons Or Organizations
City of Placentia
401 E Chapman Ave
Placentia, CA 92870

1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II — LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy.

2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy.

All other terms and conditions of the Policy remain unchanged.

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

CNA71527XX (10-12) Page 1
Insured Name: Hinderiiter, de Llamas & Associates I HDL Software, LLC Policy No: 6056953466
Endorsement No: 1
Effective : 11/15/17 - 5/26/19
© CNA All Rights Reserved.

POLICY NUMBER: 6056953466 COMMERCIAL AUTO
CA04441013
T i-iiS ENuuk ,L VIEN T 1:1-1ANCGES I ME PULIUY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: Hinderliter, de Llamas & Associates f HDL Software, LLC Endorsement Effective Date: 11/1512017

SCHEDULE
Name(s) Of Person(s) Or Organization(s): city of Placentia 401 E Chapman Ave
Placentia, CA 92870
Information recuired to com5lete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization(s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with
that person or organization.

CA 04 44 10 13
Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1

CNA
Technology General Liability Extension Endorsement
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply.

SCHEDULE:

City of Placentia
401 E Chapman Ave
Placentia, CA 92870

TABLE OF CONTENTS

1. Additional Insureds

2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance

3. Bodily Injury— Expanded Definition

4. Broad Knowledge of Occurrence/ Notice of Occurrence

5. Broad Named Insured

6. Estates, Legal Representatives and Spouses

7. Expected Or Intended injury — Exception for Reasonable Force

8. In Rem Actions

9. Incidental Health Care rvMa{practice Coverage

10. Joint Ventures/Partnership/Limited Liability Companies

11. Legal Liability — Damage To Premises

12. Medical Payments

13. Non -owned Aircraft Coverage

14. Non -owned Watercraft

15. Personal And Advertising Injury — Discrimination or Humiliation

16. Personal And Advertising Injury - Limited Contractual Liability

17. Property Damage - Elevators

18. Supplementary Payments

19. Property Damage — Patterns, Molds and Dies

20. Unintentional Failure To Disclose Hazards

21. Waiver of Subrogation — Blanket
CNA74872XX (1-15)

Page 1 of 14 ends

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

/
1 CNA
Technology General Liability Extension Endorsement

1. ADDITIONAL INSUREDS
a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement:
(1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to:
(a) the bodily injury or property damage; or
(b) the offense that caused the personal and advertising injury, of rwhich suci additional insured seeks coverage.
b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with:
(1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below.

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

A. Controlling Interest
Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of:

1. such person or organization's financial control of a Named Insured; or

2. premises such person or organization owns, maintains or controls while a Named insured leases or occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

B. Co-owner of Insured Premises
A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises.

C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured.

D. Lessor of Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insureds maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.

E. Lessor of Land
Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, CNA74872XX (1-15) Policy No: 6056953483

Page 2 of 14 ends

Effective: 11/15/17 - 5/26/19
Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

CNA
Technology General Liability Extension Endorsement
maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

F. Lessor of Premises
An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not app y to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

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

The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.

H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of:

1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies:
a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or

2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf.

The coverage granted by this paragraph does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard.

With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured.

I. Trade Show Event Lessor

1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by:

CNA74872XX (1-15) Policy No: 6056953483

Page 3 of 14 ends

Effective: 11/15/17 - 5/26/19
Insured Name: Hinder!iter, de Llamas & Associates ; HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission.

CNA
Technology General Liability Extension Endorsement
a, the Named Insured's acts or omissions; or
b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event.

2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard.

J. Vendor
Any person or organization but only with respect to such person or organization's liability for bodily injury or proper=ty -damage -arising -out of-your-products-which-are-distributed-or-sold-in-the-regularcourse-of-such _ person or organization's business, provided that:

1. The coverage granted by this paragraph does not apply to:
a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement;
b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; 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 any inspections, adjustments, tests or servicing that such person or organization 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 such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or
h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured 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 Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products.

3. This Paragraph J. also does not apply:
a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part.

CNA74872XX (1-15)

Page 4 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

CNA
Technology General Liability Extension Endorsement
K. Other Person Or Organization / Your Work
Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions.

The coverage granted by this paragraph does not apply to any person or organization:

1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor

2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply:
a. this Coverage Part provides such coverage;
b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and
c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part.

2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph:

If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured.

B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above:

Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization.

3. BODILY INJURY — EXPANDED DEFINITION
Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following:

Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease.

4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE
Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions:

A. BROAD KNOWLEDGE OF OCCURRENCE
The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice.

B. NOTICE OF OCCURRENCE
CNA74872XX (1-15)

Page 5 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates f HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

CNA
Technology General Liability Extension Endorsement
The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim.

5. BROAD NAMED INSURED
WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following:

3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control:
a. on the effective date of this Coverage Part; or
b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance.

But this BROAD NAMED INSURED provision does not apply to:
(a) any partnership or joint venture; or
(b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part.

For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means:

A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or
B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust.

4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to:
a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor
b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases.

5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ.

6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however CNA74872XX (1-15)

Page 6 of 14 ends

Insured Name: Hinderl!ter, de Llamas & Associates ! HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

CNA
Technology General Liability Extension Endorsement
that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business.

7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following:

This insurance does not apply to:

Expected or Intended Injury
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.

8. IN REM ACTIONS
A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured.

9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE
Solely with respect to bodily injury that arises out of a health care incident:

A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following:
b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if:
(1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and
B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to:
i. add the following to the Employers Liability exclusion:

This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits).
ii. delete the exclusion entitled Contractual Liability and replace it with the following:

This insurance does not apply to:

Contractual Liability
the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees.
iii. add the following additional exclusions.

This insurance does not apply to:

CNA74872XX (1-15)

Page 7 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26119

C)
CNA
Technology General Liability Extension Endorsement
Discrimination
any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital statics or sexual orientation.

Dishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.

Medicare/Medicaid Fraud
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program.

Services Excluded by Endorsement
Any health care incident for which coverage is excluded by endorsement.

C. DEFINITIONS is amended to:
add the following definitions:

Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of:
a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received.

Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required:
a. Physician;
b. Nurse;
c. Nurse practitioner;
d. Emergency medical technician;
e. Paramedic;
f. Dentist;
g. Physical therapist;
h. Psychologist;
i. Speech therapist;
j. Other allied health professional; or
Professional health care services does not include any services rendered in connection with human clinical trials or product testing.
ii. delete the definition of occurrence and replace it with the following:

Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence;
CNA74872XX (1-15) Policy No: 6056953483

Page 8 of 14 ends

Effective: 11/15/17 - 5/26/19
Insured Name: Hinderliter, de Llamas & Associates HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

N
CNA
Technology General Liability Extension Endorsement
iii. amend the definition of insured to:
a. add the following:
• the Named Insured's employees are Insureds with respect to:
(1)
bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insurers or while performing duuties related to the conduct of the Named Insured's business; and
(2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business;
when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to:
(1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and
(2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business;
when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following:

Insured does not include any physician while acting in his or her capacity as such.

D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following:

Other Insurance
b. Excess Insurance
(1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 1D. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following:

No person or organization is an Insured with respect to:
• the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor
• the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control;
except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that:
a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and CNA74872XX (1-15)

Page 9 of 14 ends

Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy No; 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19

C'NA
Technology General Liability Extension Endorsement
c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company.

11. LEGAL LIABILITY — DAMAGE TO PREMISES
A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following st bparagra.ph (6) of the Damage to Property exclusion and replace it with the following:

Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured 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 LIMITS OF INSURANCE.

B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following:

Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days.

A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section.

C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following:

6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to:
a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and
b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days.

The Damage To Premises Rented To You Limit is $500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations.

D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following:
(ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control;
E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part.

12. MEDICAL PAYMENTS
A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following:

7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of:
(1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@ ; or (2) the amount shown in the Declarations for Medical Expense Limit.

CNA74872XX (1-15)

Page 10 of 14 ends
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