Agenda packet — Placentia City Council, June 16, 2026 (part 5 of 13)

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Bidder acknu,vied jes and eg'r es that under Public Contract Code section 4100, et seq., it must clearly set forth below the n•arne and location of each subcontractor who will perform work or labor Or render service to the bidder in or about the work in en amount in e:cce.ss of one-half of ono percent (0.5%) of bidder's total bid and the dinrd Of V/0&, that each will perform. Furthermore, bidder acmowl•e;dges end egress that under Public Contract Code section 4100, eat seq., `rf bidder fails to list as to any portion of Work, or if bidder list -s more than one subcontractor to perform the same portion of work (Lc. bidder must indicate what portion of the work each subcontractor will perform), bidder must perform that portion itseif or be subjected to penalty under applicable if alternate bids are called for and bidder intends to use subcontractors ..different from or in addition to those subcontractors listed for work under the base bid, bidder must list subcontractors that will perform work in en amount in .excess of one half of aria percent (0.5%) of bidder's total bid, including alternates.

In ease more than 0n;e subcontractor is named for the same kind of ork, the Contractor is to state the portion of work that each subcontractor All perform, Bidders or's suppliers of materials only do not need to' be listed. It further space is required for the list on proposed subcontractors, additional sheets showing the required information, as indicated below, shall be attached hereto and made a part of this document.

Listed below is the name of each subcontractor that will perform work, labor, or render services to the undersigned related to the work of this project. This is to include any subcontractor -that will specially fabricate sin(' install a portion of work according to detailed drawings contained in the plans and speclt cations in the amount greater than one half of one percent (.05%) of the contractors total bid.

Addiltione.1 sheets may be attached if needed.

Subcontsctor Mare:

NO SUBCONTRACTORS TO BE USED.

Portion of WorkfTrade -.._ .

Contractor's License No.
-,ub ntractor Name:

Portion of Work/Trade:
fir] tress:

Bid AM utnt
Dir Registrstion
Address:

Bid Amount:

Contractor's License No.. Dir Registration No..

III. BIDDER'S PROPOSAL FORM

TREE MAINTENNACE SERVICES
ITEM
NO.

ITEM DESCRIPTION

UNIT OF

MEASURE
EST.

QTY.

UNIT
PRICE
ITEM
COST

1. Grid prune residential parkway
and park trees, all sizes J EA
1,500
'
$ 64.00
$ 96,000.00
2 Grid prune arterial roadway
trees, all sizes
EA
275
$ 108.00
$ 29,700.00

3. Annual palm tree trimming, all
sizes, all locations
EA
845
$ 64.00
$ 54,080.00

4. Tree and stump removal: 1" —
12" trunk
EA
5 $ 390.00
$ 1,950.00

5. Tree and stump removal: 13" —
25" trunk
EA
5 $ 790.00
$ 3,950.00

6. Tree and stump removal: 26" —
36" trunk
5 $ 1,000.00
S 5,000.00

7. Tree and stump removal: 3T" —
48" trunk
EA
5 $ 1,320.00
$ 6,600.00
g,
Treeandstump removal: 49" +
trun
5 $ 1,320.00
$ 6,600.00

9. Ili -annual Vine -block -wall
trimming
LF
20;500
S
$ 52,000.00

2.50 10.

Palm Tree Skinning,
LF
100
$ 10.00
$ 1,000.00

11. Tree planting —24" box tree
EA
5 $ 390.00
$ 1,950.00
Grand Total Bid Amount:
$ 258 83n 00
L�/V,VVV.VV
Labor Rates
$ 206,830.00
Description
Supervisor
Foreman
Laborer
Normal Business Rate ' Emergency After -Hour Rate
$ 110.00
$ 110.00
$ 110.00 I $ 150.00
$
$ 150.00
150.00
Through submission on PlanetBids, the bidder certifies that he/she has followed the bidder instructions, acknowledges the requirements set forth in this proposal form for bid submission, and has thoroughly checked the figures set forth in the proposal and inputted into PlanetBids, that they are correct to the best of his/her knowledge and constitute his/her proposal to perform all the work called out and implied throughout these contract documents.
"'SID ITEMS TO BE IMPUTED ON-LINE IN PLANET BIDS***
13 (Page

The People are the City
Mayor

WARD L SMITH
Mayor Pro Tern
JEREMY B. YAMAGUCHI
CormdImenbers:

KEVIN KIRWIN

RHONDA SHADER
CHAD P. WANE
City Clerk
ROBERT S. MCKINNELL
City Treasurer
KEVIN A. If RSON
City Administrator

DAMIEN R ARRULA
401 East Chapman Avenue - Placentia, California 92870
April 24, 2023
Subject: Addendum No. 1 for Notice Inviting Bid for the Tree Maintenance Services Dear Prospective Bidders:

This letter comprises Addendum No. 1 for the Notice Inviting Bid for the Tree Maintenance Services issued by the City of Placentia on April 19, 2023. Please take note of the items listed below which will have to be used in the preparation of your bid for this project. The following clarifications/changes are hereby issued:

F. CONTRACTOR REQUJ: :TENTS:

In accordance with provisions of Section 3300 of the California Public Contract Code, the AGENCY has determined that the Contractor shall possess a valid California Contractor's License C-27 and a 0-49. Failure to possess such license may render the bid non -responsive and bar the award of the contract to that non -responsive Bidder. The successful Contractor and his/her subcontractors will be required to possess business licenses from the AGENCY.

Portions of the bid specifications not specifically mentioned in this Addendum remain in force. Bidder must acknowledge receipt of this Addendum with proposal documents submitted at the due date and time specified above. Failure to do so may subject bidder to disqualification.
sThcerely,
Project Manager
END OF ADDENDU. NO. 1
This addendum must be acknowledged via Planet Bids and should be included with the bid response.

If you have additional questions regarding Addendum No 1, please contact Joel Cardenas, at (714) 993-8134.

Tier /bade are the City
Mayor

WARD L SMITH
!Mayor Pro Tem
JEREMY B. YAMAGUCHI
Cow member..:

KEVIN KIRWIN

RHONDA SHADER
CHAD P. WANKE
'Ii
City Calerk
ROBERT S. MCKINNELL
City Treasurer
KEVIN A. LARSON
NyAdministrator
DAMIEN R. ARRULA
401 East Chapman Avenue - Placentia, Caffornia 92870
May 1, 2023
Subject Addendum No. 2 for Notice Inviting Bids for Tr Maintenace Services (Bid No. PW-CY-08)
Dear Prospective Bidders:

This letter comprises Addendum No. 2 for the Notice Inviting Bids for Tree Maintenance Services issued by the City of Placentia on April 19, 2023. Please take note of the items listed below which will have to be used in the preparation of your bid for this project. The following clarifications/changes are hereby issued:

1. Section I: The contract documents specifications for Section I of the Notice Inviting Bids for Tree Maintenance Services (Bid No. PW-CY-08) has been amended to include the following changes:

T. FAIR E'' PLOYIfs ENT PRACTICES: As set forth in Labor Code section § 1735, no discrimination shall be made in the employment of persons upon public works because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons, except as provided in Govemment Code section § 12940. Every Contractor for public works violating this provision is subject to all of the penalties imposed for a violation of Labor Code Div. 2, Part 7, and Chapter 1.

2. Attachment B — Sample Contract Agreement: Attachment B of the Notice Inviting Bids for Tree Maintenance Services (Bid No. PW-CY-08) has been modified to include the correct sample agreement required for this bid.

.,Ea�rI ZiAssT-
License Number
Business Name

CONTRACTORS

STATE LICENSE BOARII
Entity CORP

WEST COAST ARBORISTS INC
Classification(s) C61 /D49 C27 A C21 B C31
Expiration Date 12/31/24
www.cslb.ca.gov

Department of Industrial Relations

A
rl?:� Gold ��ajra711i C:Vd
by pa% mering with over 300 cor%d12.273i ie
MP.

City of Placentia
RFB - Tree Maintenance
Services
GROWING:

Greenspace
Communities
Environment

ROOTED IN-
�;'ttr'y
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West Coast Arborists, Inc.

WCAInNC.COM • )800) S21-3114
L'C tt366766 • DR it 1000000956

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COMPANY QUALIFICATIONS
Company Introduction

SCOPE OF SERVICES

COMPANY PERSONNEL

REFERENCES

IMPLEMENTATION, QUALITY CONTROL AND SAFETY

EQUIPMENT

TECHNOLOGY AND INFORMATION

COMMUNITY AND ENVIRONMENT
West CobstArboreits, Inc.

Table of Contents
LETTER OF OFFER 3
4 4
6 10
14 15
22 24
27 Setting the Gold Standard

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Tree Care Professionals Serving Communities Who Care About Trees ��,F: J•�7 JJ 2.i 1.J-7
'027
Pl i?c2n-6,7, CA 92870
Pii• No. f' iV^L -O8 Tree Maintenance Services
Thursday, March 30, 2023 at 1 7,00AM
To Ti = i1 :nJJ1r,rO%r>sr7;
www.WCAINC.com
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i!y'�twi3't 7�$��?3r.;, from CU., t•�'I�i.�_73 Y3tt:1 ll'�.G f .. d.�, 11 able ;D �f'sr• at?b... �..'tJ �.�� J a. �l s •_ _ �'! e 3 r'�1 ≥ a;a. ` y
,I'�,a s top r.?t3f)=?z3'fl'1`r'i?r S,'�9'f1 i1�::'a ?';f2as2d 9 Cu8ir7J;7? ','ef;'�'1'a vaii'C�2a?je'.3 become. ;,,,.,taJ;'1 7Ji? for .Ia '.7:.5 7if]s., TSZIlitS. Cur 1'TY' r i":' lndus.try Association fTCIA) ccRopar y ':i fib dct: s 36tatin71 is evidence DI th2 • 11' r • Br tI c cSi and our cu is:it'j to
CYiTa'�PT�s�T�'l�'.rl, if,.:111�7:i to cur 5.141-,ti:j,T1�l .1 �!71s'l'� FTr'�Tl�adls, �L'15�s7,J7,..+ 3�.,3a_ ! rertaintoln Induytri si'wi la'm's.
?ACA as. o!'avoridtg for r7 -1,0r?. `717;37'1 3.3D + :i ifes,,,t'u .1T'd :2\1127 119 i1B1:1nd:Ci:p l i,_5 s � ,t ricJ_; 7grc.''35. CurLt,lflparejhas i:' ai 1P1 Cr.:l lss .'51c81372'Jnd.'3iftense.d `f't'1°e r llu• 7 '.J �' C.DSui=r vctcis 1.:1:'.1)5. 2-o,a7Y) under iicam e 1;'11S67 -1. J„J'Y 1'iov halo this E.7:. 173? ]il ;coda stantlIn.g, sl7.cv 1371 1 ;a i9 :fis? 31:? .1.252.35 in Coss C 3 .1 -Tree Se ,,cj), Class C27 1i3`u,(I2 pint) ;.-in. , Class C31 cur .'.' ilti;7 arnotkr; C i?. Cel `.lif'Wd Ar ora'.3 and o :LEO 71'..3 .i.cr ?.fa, lurlt(auP7t7�7JJ7�. C'. ety li3PCA IS 9150 r-y-3is3fj,.d '$;fla Cv"`,'. u•t i.?7Ti t'l i6:J�Y�3d1'l�-J tm `Jt7o (D ) i'rk.r Pu llc','Ver.J;i prot•;:cts, our 1'fsst e;ticn 1Ja n-ecsr i3 ICCrCCCOS55. All work iii by r.�.'ffoli od in -ho 25?i i 0 S;Ju.;cloninct:o f5 iii'be vs a.c•1.

Cur 3id?fit;,'j_as'rill-:;1 Vr t2fromouri-1nalleirn[JicylcC1r lat72'COF.'11:0 till On, :-''llaa";21471, CA X12«Ca, Far ", i o ho7'1.5 this proposal arD3',J:ho has the authority :Co Tago?iata/pr ;aril p!eosa contact "Pcor GoYl2:i a2, V.?.:Business .E , 2'.ep,Ti33 rt, at (71_T) 9.3a-? 1 ,O or 1rt , ,;V ST :i7 6()70?3lr7., -AA ' d ;,+' 2nod to this o.JnTtletl a co,'1•tra.Ct. Fla can i '_ raachsd -at j7i-1) 2`5'97 iT
Patrick Mahone ^resident
West Coast Arborists, Inc.
2200 E. Via Burton Street • Anaheim, CA 92806 • 714 99i 1900 • 80©.521.3714 • Fax 714.956 3745

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COMPANY INFORMATION
Pre eJent: Pa 'Mahoney
Crcantat`on Type: Cc rp•crcr icn
E a ',ned:1'972
F . dercl'1 c.( ID: 95-325.A1
Din i egistrar: n: 1 C1 CC O9/ 56
‘,1ernwers of Lai crer' Union:

SAN Bait/ ID: CFJM'l ,U9i ,NSD 1
?''%CCU _.'Pa Burton St,
Anaheim, CA 92ECo
Esocndicio, CA
rre�-ro, CA
'_r :o, CA
iChc e7?,G.; XL
RTNerside, CA
Sacramento, CA
San Diego, CA
;,an Jose, CA
San Frariezco, CA
Santa C attar CA
Stockton. CA
Ventura, CA
;0•172 'CT AD r1P11MA?lo l
Victor Gonzalez, Vice President
Ccrccrate. entice
Mcrae ;(71-1) 991-1 9CO
'Fa;(171 i 95S 1745
Email: vg.cnzc'.ers,vca nc.comn
=131_ ., ),, IA -G ,11, f
Mcrio C-o'nza'lei Area ,,larajer
?"r C'E'Ia 3u.rton
Anahe rn, CA 92206
Phone (714) 91-1900
Fa; 171-1) 956-3745
F,-r.cl nOcor a?ez 0 ,vcz nc.ccrn
EMERGENCY RESPONSE 24/7

COMPANY QUALIFICATIONS
Company Introduction

WEST COAST ARBORISTS, INC, (WCA)
is a family -owned and operated union company employing over 1,1 CO full-time employees providing' tree maintenance and management services. We are proudly serving over 50
municipalities and pudic agencies. We provide superior and safe tree care operations seven days a V/8.9k, 24 hours a day throughout California and Arizona.
013 a 1/1:3 ;'l
As a corporate citizen, WCA's responsibility and accountability are to the communities where we do business. We hold ourselves to the highest standards of ethical conduct and environmental responsibility, communicating openly -v/iih our customers and the communities in which we `,work. It is our goal and vision to lead he industry in state-of-the-art urban free care and management services.

I C0% Cli:37r SAT1S7ACMDN
Customer satisfaction is our top priority. We guarantee your complete satisfaction with every facet of our services. Our dedication to customer service has earned WCA a reputation unrivaled in the industry for dependability, integrity, duality, and courtesy. We authorize our employees to do whatever is necessary to achieve the highest gualiry results. We !mow that high quality work saves our customer's valuable time and is far more cost erfectiv'e if we do our work properly the first time. We are committed to courteous and prompt customer service, to fully resolve any issue,
*
50 ?aces ;:T:p=e.anss
+Sirni?arSize 2, Scope')
* v
.1 c,cr:.;G .'J by 3C:!,--1
1,1!ai` Gudistl
lc scJ Office 1.tC3» ?!,a 35- air
(Anaheim 2, Picceniia) J.:2rraerst (Owned)
Setting the Gold Standard

West Coast )rbcris s, Inc., is committed to successfully completing each project in accordance ;vi h the specifications, budget, schedule and viith the highest quality of service. Our customers' satisfaction is a dract result of our means to carry out each project. Listed below are some of our corporate capabilities, which not only prOv;de a sense of comfort and confidence to our customers, but also assure there of our continuous ability tO carry out the duties of managing their urban forest.

In buz ness continuously and actively since 1972
Contractor's (License C51 /D49,
C27, C31, C21, A 1- 3
Oyer . 8,5C0,CC0 'in e of credit available
a Annual financial audits available upon request
• Bonded by ARCH, I, an A- rated company
1,1CC-r employees
• v0-- contracts +,iiti pubic agencies
• 95-` Certified Aibcrists
155+ Certified Tree Workers
Drug -free `,icr;(place
1 1,CC0 sal. rt. company -owned
Headquarters (Ar.ahe`.m)
▪ Department o₹ Agriculture Nurser/ license.
3, Avg. 712,CC0 trees Tins -1 annual? over past 3 years • Avg.-I3,CC0 frees I2.mo'f.N.l annually over past 3 years Futty insured! with h insurance up to $25 million
Tree Core Industry A sccicr on fTCL a)
If-Fi ema lanai Society or Arboriculture, {1SA)
League of California Clues (LCC)
California Pct'=s y, Recreation Sc Lei/ {CPI $)
a_ socia on of California Cities I
—Crcir,ge County j.`:CCCC)
Maintenance Su .; ri enrents ,s:ccia ion [MSA)
Ca.11ciniipLanrdscaape Contractor; Association (CLCA)
Street Tree aenninar (STS)
Ccii?f rnici Urban Forest Council (CaUFC)
American Public Works Association f AP",`/A)
Avg. 20,CC0 iraes ;larded annucliy over past:, years
Avg. 2 0,CC0 trees in;: al r e,;? annually over past 3 years Federal Tex ID #95-3250682, current on all t�ces and
liiingswith state and federal government
Sales volume over .4 40 million ar�nuo ly
• Fleet of approximately l,cC0 pieces of equipment
CC:, ACTORS
STATE LICENSE CO_ .R.D
fa, CORP
WEST COAST MECRiST S t`IC
�a1 06IiD$9027A0?i 3C i
Department of industrial Relations
5 Setting the Gold Standard

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Wad Coast wrbortsts. Inc

SCO O V C S
Grid ?-1.thriag
Grid five pruning is based on pruning in pre -designed districts, or grids on a set cycle and in its entirely This includes pruning ail trees (small, medium and large -sized.) Pruning will include t
s'tructur rel pruning, crown raising, and slight crown cleaning inaccordance ' Th the standards set forth by The late -motional Societ`,! of ,`rhoriculture Pruning Standards (E ,st Management Practices) and shall have no morethan 15% of the live foliage removed at a given time.

Special Request Tree Pruning includes tree maintenance seniices on designated trees) as ordered by the City's A.rbctist or designee. This category ci pruning may include structural pruning, crown raising, crown cleaning and/or pruning to restore the crown. "Whichever work type is ordered' by he City, pruning will be performed in accordance with the standards set forth by The L' Society Arboriculture e Pruning andthe3est 1 a t Practice, Tree international S�..ie./ of �r�,.,ricvi`iLr., Standards ,�.c�r�agerran, , raLtic.,, Tr.�., Pruning Guidelines. Trees That are identified for a Special Request Tree Prune shall have ao,oro:drnaTeiy 25% of The lire foliage removed at a given lime, Pruning to reduce the tree's crown (or Crown Reduction Pruning) may be performed when conditions within the crown of a hardwood tree are such That the overall canopy mass and c;;cessive wood weight needs to be reduced. This type -of prune is performed when the City's primary objective is to maintain or improve tree health and structure and ,';ill be charged at the Crew Rental rate as agreed upon by the City and 'i'l'CA.

Trees that interfere or have the possibility of interfer'ing with uiiiihy lines will be hirnmrecl in a manner to achieve the required clearances as specified and in accordance with the California Public Utilities Commission. it is our goal to protect the current health and condition of the tree and to maintain its symmetry and direct growth away from the utility lines.

Proper pruning and care during the early stages of the lfee's life will save money in the future, and create a safer, more beautiful, healthy, easy -to -maintain tree. We believe that tree care that is performed early will affect its shape, strength and life span. Our specialized small tree care team consists of certified personnel trained to perform the following under the hourly rote:

Selective structural pruning
• Removal of dead, interfering, split and/or broken limbs ▪ Pre -conditioning the water retention basin buil-, around the tree Staking or re -staking
Adjusting tree ties
Adjusting trunk protectors
r'leed abatement
6 Setting the Gold Standard

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We strongly recommend against any root pruning, however, should the City elect to proceed, we recommend that it be done no closer than 3 times the diameter of the trunk. Roots will be pruned to ci depth o; approximately 12 inches by cleaniy slicing through the roots, so cis no.; to tear at vibrate the root causing damage to the free. The excavated area be bac'.:f'illed with native soil and debris will be hauled away. This is performed under the hourly rate.

Opei'ution's
with a minimum of 48 hours advanced notice, WCA will inform Underground Service Alert (USA) of the location of work for the purpose of identifying any and ail utility lines. The removal process consists of lowering limbs d• :ticately onto the ground to prevent any hardscape damage.

Immediately following the removal, the slump will be ground down, ii ordered to do so and with proper USA notification. Our standard stump grinder is the Verrneer SC802. This stump grinder is ideal ?Cr any ste lob and can be used to grade large stumps. We also use the Dosko SC69 stump grinders. These are intended to remove tree slumps and exposed roof systems dose to ground level. Tree removal and stump removal are to be charged separately in acccr dance with the contract.
vie can replace frees that have been removed and plant new frees in accordance with the C'riy's specifications. We .are prepared financially and logistically to cage:re and purchase selected tree species tar free planling. At a minimum of 48 hours in advance we 'MI inform Underground Service Alert (USA) of the location of work or the purpose of iden iii/ing any and all utility lines. A \Na l--trrained planting team will perform the soil prepcircriion and installation of the free.

Tree watering will be performed bJ a full=ilre, WCA team member on various routes, when requested by the Agency, This team 'MB also be responsible for reporting special care needs to the small free care team. This could include reporting weeds, soil that has settled, and/or staking and tying needs.

We are prepared for emergency calls 24 hours a day, 7 days a week, including holidays. The toll free number is 846 Lla\11E-DOWN f86.6-54&23,69). This number will be provided to the Agency, Police Department and/or Fire Department. Our emergency response learn will do what is necessary to render the hazardous tree or tree -related condition safe until the following workday. 7 Setting the Gold Standard

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West Coast A boi , Inc
:rew Rental
Due to our vast amount of resources, including our specialty equipment and qualified personnel we are able to "extend our commitment to our customers by providing various miscellaneous serviCss outside of the most common tree maintenance ser/ices:

Misc. use of aerial towers and cranes (including equipment rental) Cronin r edur ton
Crown restoration
9 .) •i:.

We have mull-tirne Certified Arborists or3 staff that can prepare detailed arborist reports, tree evaluations and site inspections based on your specific needs. Reporting can be generated for one tree or an entire e selection and is handled on a case -by -case basis.

WCA provides the technology,
management, and civic experience
that makes it the preferred tree
management partner across the West.

Plant Health Care
f idly 'Hiedti'1 Care Manager
ISA Board Certified Master Arbcrast WE -7655 BUM
DPR Quatraed Pest Control Applicator - 1-1-537
QAL Category B D
Our P11C program managed by Tim goes beyond standard chemical applications. We have developed an efficient Integrated Pest Management Program fIPM) that requires diagnosis before treatment. INCA is staffed w,vlth licensed applicators and advisors that are environmentally conscious as well as compliant with the California Department of Pesticide Regulation. This service allows us to provide you with:

Proper diagnosis based on on -site inspection with laboratory tasting when necessary Proactive and preventative recommendations that reduce the amount of potential pest and disease issues
Foilow,v-up evaluations to ensure that the recommended treatments result in a healthy and balanced urban forest
8 Setting the Gold Standard

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we,t Coast Arborists,
They ?otypn•agous Shot Hole Serer {PSG 13) is a new pest in Southern California. This boring beetle drills int.° tees and brings ',!tin it a pathogenic fungus (F usariurn euwalacea), as', ell as other fungal species. When heavily infested, the resulting Pus -alum causes the decline and death of trees. Over ]20 different tree species cre affected in Southern California and over 30 reproductive hosts are of high concern. As tree care professionals, we have a respons biltly to understand and report when we see a free we are vtorl:ing on infested with P3-€.

Ability To Acquire, Purchase & Stage Trees
Cities expect the highest quality of new trees, proven varieties and an organi?ation with the knowledge and sldils to provide them with the latest and most reliable information available related to tree planting. By meeting these expectations, we're able to contribute to the success of reforestation projects within communities. In order to complete successful tree planting programs, cities can rely on us to locate, acquire and purchase different free species.

As part of our Corporate Capability, we are financially able to purchase large quantities of trees for planting projects. Being familiar with over 50 nurseries in California, allows us to obtain the best free available from ci broad and plentiful stock. The process by which we obtain trees is quite simple: First, we utilze our database of nurseries, and contact several of them requesting specific trees with their graces.

Upon locating the a /ailabiiit;' of
CIFYArtikENY ", CALM V.M.4
� ,k„,�
fl ante l.r:FPlSF n,iMBER
trees, we then perform a tree pre- v.CRNEno_nurrraan ea,. mw u.wr. 60880.001
inspection at the nursery. When time
is of the essence, nurseries will
provide us with photos either by moil
or by e-mail for our review. Once the
trees cire purchased, and
depending on the size of the
project, we have them delivered to
our facility in Placentia, Brea, or if
possible, at a staging area within the City of Agency. l₹ is through this process that we have planted an average of ] 5,CC0 trees for all of our customers each year during the past Three years,

UCENSE TO SELL NURSERY STOCK
POST TlaS '-11:143E
9 Setting the Gold Standard

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Wtst Coast Aiborists, Inc

CO APANY PE SONNET
West Coast Arborist's f WCA) is a company comprised of a management team and a safety committee. Staff members have diverse educational backgrounds including accounting, business administration, engineering and forestry.

Staff members have diverse
educational backgrounds
including accounting,
business administration,
engineering, and forestry.

WCA actvely maintains ongoing processes to assure that only qualified and competent staff provides safe and quality tree maintenance services. These skilled employees can only be achieved through both training and work experience. We believe that essential experience should always be obtained through qualified supe.rvision; this includes both basic and extended skills, WCA makes ever/ attempt to ensure that this is undertaken before performing work, leading a creW, or career advancement. The work performed on this contract is routine, recurring and usual. The errork includes watering, trimming, pruning, planting, removal and replacement of trees and plants, and servicing of irrigation. The :robs thin tuderi in the ?raposai cre ;l at-DrIt ? I: 7' Jel l '.'I .D; rrrilnicii ion ,it:7 '' r e 't JnlLf r•nc;] nto. y f_ Lincra7).;' bf11t)(C: is fl
',`!CA encourages its employees to get certified through the International Society of Arboriculture, in an effort to raise the standard of professional tree care companies. This standard exemplifies cur company's commitment to providing customers with competent, knowledgeable certified workers. WCA employs a large number of ISA Certified Arbcrists and ISA Certified Tree Workers.

Cpl e',J 'I';7�,u •i� +t7
WCA employees are evaluated through an internal mechanism supervised by our Management Team. Each em:ploYee performs their duties according to a criteria -based job description that reflects safety, quality workmanship, productivity, appropriateness of care, problem solving and customer service. A performance appraisal is conducted for each employee upon completion of the probationary period and at least annually Thereafter. Each worker is also required to complete a competency assessment and orientation upon hire and annually Thereafter in selected areas to assure that ongoing requirements are met and opportunities for improvement are identified.
10 Setting the Gold Standard

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,spoosocati;:::,
West Coast AMradt•,
15Aee the 'Team: Project -lean
Organizafional Structure
Regional
Manager
1 --'
Area
Manager
Area Customer
Supervisor Service Rep
NICK ALAGO Regional Manager/V.P.

Mr. Alago has been vnth WCA since 1999. He has nearly 35 years' e pCc ,nc9 in '1°r:e arboriculture field. He started `NiihWCA as a Foreman and was continuously prorr,oted, reaching the status of Area Manager. For over 10 years, he e;cc :led as an Area Manager for the Inland E;rpje and was promoted in 202O to Regional T.1anager. As a Regional Manager for Me Los Angeles and Inland Empire areas, he overseas the aperotions and provides support to the Area Managers. His extensive ',:nowledgv of the urban forest is a columniation of experience and conrnued education cs we:l as certification that is offered in the industry.

ISA Certified A.rborisi Utility Specialist ;s','!_-1396AU TCI,\ Cerirr;ed Treecare Safety Professional #2.50
ISA Tree Risir, Assessment Qualified
• TLC ±; 71C"i'e Area

MARIO GONZALEZ
Mario has over 10 years' experience in The tree care industry and storied wi h WC.A in 2020 as a Supervisor. He has achieved necessary certiiicaiicns and completes continued education units to maintain his credentials. As an Area Manager, he will be The Agency's main paint of contact as be is responsible for providing customer service, estimating war;;, while managing filed operations and crews throughout The North Orange County region.

ISA Certified Arbcrisr itWE-13119A
ISA Tree Risi , sessrnent Qualified
TCIA Certified Tree Care Safety Professional #33-10 .3 E' -L\? Certified TLC ''t dada Aware
JUAN MARQUEZ Project Supervisor
Mr. Marquee began ,,vorialg with WCA i-r11995. Over the last 25 years he has gained valuable experience and education while wcr'ing his way up to his current position. Ha currently supervises employees throughout , lcr;n Orange County. Responsibilities of the Project Supervisor includes assisting the Area Manager in scheduling, overseeing Me crew's daily activities, employee ii ciningg programs and ensuing proper safety procedures cre being followed. Regular communication with the customer and cit ens can be expected as related to sc'hedui.na, wcrir. being performed and any other inglu' ies that may arise `,'chile on he job site. 4JA Certified Tree Wcil(er C.irnder :iME-109377
TCL-\ Ce:iiified Treecare Safe -h/ Professional f143
ATSSA Traffic Control Techician #22362.
11 Setting the Gold Standard

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West Coast iittonsits, Inc
L +
,see the Tech.n: .Support •>�`. f
f1
.s
VANESSA GONZALEZ Customer Service Rep.

Vat nessa joined WCA in 2022 as a Customer Service Clerk. After spending lime in this role, she was promoted to Customer SErviCe Rep 1c; our berth OC region. As the CSR {Cu:to'ner Seriice Pepreseritarria), Valerie is responsible for providing supper; to the Area Manager, Site Superriscr and Cre`,`r. She is to cat as a liaison between the company and our clients as well as the genercl pubic. Vanessa is responsible icr responding to customer serfice inquires and iacirfafing contracting functions, such as: mapping, underground service alert, data entry, field lice'::
rreperat on, list :creocration, etc.

ANDREW PINEDA GIS Analyst
Andrew Pineda has been with INCA since 201B. As WCA's GIS Analyst, he works on a `,'tide range of projects including tree inventories scope and collection, ?ree analysis, tree canopy assessments, tree planing piloriti?ation,,, bcrAccess training, grant funded tree planting projects, and much mare. He was worked with tree inventories of all sizes from small campus inventories with'.ess Than 5,000 trees' to large California cities with over 140.000 trees. He has in-depth la-Iasi/ledge and understanding of iTee inventories, urban Iciest,/ best practices, and spatial data.
▪ ISA Certified Arbcrist #WE -127 i8A
▪ FAA U1.\S Pelt 107 Remote Pilot
) M.S. GeographicinformationScience (GIS), CSU Long Beach ) ys\. Envtcnrnenicl Science, Boston University
TIM CROTHERS Plant Health Care Manager
WCA's PH•C program is managed in-house; no subcontracting Is used. Our star; is Trained avid tcensed by The CA Dept. of Pesticide Regulation. Mr. Crothers has been with WCA since 2012 and oversees our in-house Qualified Applica'tcrs (QAL) and Pest Control ,\chriscrs (PCA). Our program goes beyond standard chemical applications as Tim has ho deal INCA develop an efficient Integrated Pest ,M, r nagement program as well. Inspection, diagnosis and treatments are available as needed.
• ISA Board Certified MasterArbcrut #WE -76 3B1JM
) CA Dept. Pesticide Regulation QAL # l4532l B, D
ISA Tree Risk Assessment
3 Qua issied TLC V/iMC'iife Aware
12 Setting the Gold Standard

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West Coast Arborists, Inc
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11 offices with prestigious
Tree Care Industry Association
(TCIA) accreditation
o
WCA Certified
Ututy Line
Clearance Workers
0 ISA Certified
Utility
Specialists
t
LiUNA!
WCA has forged a successful partnership with the Laborer's International Union of North America.

HIGHER

STANDARDS

EXEMPLARY

TRAINING

SUPERIOR

EMPLOYEES
•
ISA Municipal
Specialists
TCIA Certified
Treeccre Safety
Professionals
CISC Ji RCA

CALIFORNIA DEPARTMENT

OF PESTICIDE REGULATION
WCA has 95 staff members certified
through the Wildlife Aware and
Wildlife Training Institute.
0 0

6.d.wx Apple dors
C.1r"rl,rd
iSA
ISA Board Cediffed Master Arborists
Nlichaol Palat ftWE-6541 BUM
Kelley Gileran itwE-7e51 B
Tim Crothers If WE -7655 BUM
Joseph Bartolo , WE-2034BU
Eugene Bordson :WE-10///BT
0 Nursery in Information
Placentia 8 Technology
Dedicated Specialists
Manager
0 Fleet
Mechanics
3 AS.A Consulting Arborists
Tim Crothers RCA #721
Kelley Glileran RCA #668
Leo Tuchman RCA #771
Un e Capabilities
Plant Health Care
Operators
WCA has developed an exemplary Plant Health
Care Program that goes beyond standard chemical
applications. We maintain it3 n t s-: State Certified
Pesticide Advisors and Applicators.

Wildlife Protection
'WA's VP of Field Operations is a ::ey conirt utor in
cfentirjing and developing the Frit ever Best
Management Practices guidelines ici Tree Care for
curds and 0flher Wf diff e.
13 Setting the Gold Standard

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West Coast Arbotists, Inc.

RFFFPF C S
West Coast Arborists understands The challenge That many cities face to reduce the cost of tree maintenance services, while increasing the level of perforrnance. Utilizing our services as a valuable, cost-effective resource, cites are able to provide better services to their community.

These contracts CO'i?r a range of services from providing emergency response to maintaining the Agency's entire urban forest.

CITY OF FULLERTON

CITY OF BREA
Since 1998
As part of the tree care s .; lice. 'P/CA updates the City's own tree inventor/. As part or this program, we collect and provide to the City an automated reccrcl of the work competed and submit it to the Oily for updates. Together we are able to prone tees mere eric aniiy, while the City is able to maintain accurate work. records and monitor predictable tree trimming schedules and guarantee the residents and businesses top quality tree care.
tr:��r3a>yt: David Bishop, Landscape Su°perviscr
303 W. Commonwealth Avenue, Fullerton, CA 92633 - (71 4) 62O-53.69 ANNUAL BUDGET: $2,300,000
SINCE 1994
We currently perform tree pn:ning, tee removals and tree planting as part of the City's tree maintenance program. This project is an annual contract. Together, we are able' to maintain trees more e'fl7:dentiy while guaranteeing. the residents and businesses tap quality tree care fcr the City's urban iciest.

C o tut t: B;:1 Bowlus, Inspector
545 'M. Berry Street, Brea, CA 92821 (71 t) 990-7694 -

1.`16'iF7:.�S B1y0•.iz ':.' ',$3,Cf:£t
Since 2007
The City of Anaheim maintains their large' tree population of 102,014 by utiiing the Call Management feature on ArlocrAccess, our inventory and management system. Since They began utilbing this feature there has been 12,329 call records were put alone.

WCA provides complete urban 'icrest management for both the Public Works and Utility divisions or the City.
r onJtaod: Dan Debas_io, PP/ Superintendent
1426 East Vermont: /\naheirn, CA 92805 - (71 t) 765-6860 - - ANNUAL BUDGET: $3,200,000
CRY OF HUNTINGTON BEACH SINCE 1995
We provide complete urban forestry management for more than 60,C00 trees, including tree pruning, removals, planting, and emergency services. In an effort to maintain a sustainable urban forest, we also provide inventory updates to the City's own inventor/ database. WCA crews have carefully maintained the trees in landsnarz locations including the HB Pier and Main Street.

C.aa ic.:r: Greg Peters, Tree Supervisor
17371 Gothar d St., Huntington Beach, CA 92647 - (714) 536-540 1=t
Setting the Gold Standard

NAcogtir
West Cunt ArboHsts. Inc
I� WPLEMENTATIO..., OU LITY CO
Impherneatalion Han
To ensure the quality of work. and the level of service e;pected, WCA abides by a well-defined quality control
plan that incorporates the following:

Certified personnel
Safe-ty
,Pruning specifications and guidelines
Sound equipment
Public relations
?roper traffic control
State-of-the-art communication systems
cf;
ISA Certification #: WE -13119A

TROL AND SAFETY
Special shifts including
weekends and evenings
can be arranged in
accordance with thc
Agency 's specifications_
T"ne project Area Manager be the central point of contact and Ai work cooperatively with Agency staff, local residents and business owners, etc. The Area Manger 'will provide overall field supervision and crew rmanagement.

Daily management consist of, but not be limited to:

Email notification complete with location, crew, equipment type, and we tr description Supervise crew personnel to insure proper pruning standards are followed in a safe manner Traffic control setup and maintenance of work zone
• Ensure wore area is left free of debris at the end of shift Maintain record of Woe: completed each day
Maintain good public relations at all times
≥'fond•& immediate notification to Agency inspector upon damage of personal property including a plan for corrective measures to take place within 48 hours Weekly Managemai3'
3 Weekly management will consist of, but is not limited to:
• Weekly inspection of work completed
Meet with the Agency to review work schedule and progress • Insure standards of pruning ore performed in accordance with Agency specifications • Maintain open communication
15 Setting the Gold Standard

The Area Manc gai— is responsible for scheduling work which shall conform to the Agency's schedule of performance. We
recommend equal distribution of work throughout the course of. the fiscal year. Notifications be provided to residents prior to the start of pruning operations in said Crea. r\c] wOTY.f. will be performed in a coopera'tiv'e manner as' to cause the least amount of interference Cr inconvenience.

Upon Agency staff approval, WCA will post a door hanger notice prior to commencement of grid pruning (,,vi -thin 2-1-48 hours). After free plantings, dccr hangers be provided to residents instructing Mem on Me proper care fcr their newly planted free. For more comprehensive outreach we can also submit a press release for special projects or routine maintenance. The Agency may modify Me procedures and materials to which we notify residents.

C'o °9rr.xik .atIon 3rd -e o
Our use of modern and reliable communication systems affect our daily job performance by increasing our efficiency. Management and Field Personnel utilize smart phones as both navigational and communication devices in the field. Smarr phones nave proven .to be a convenient method to input data as related to tree inven₹ories, daily work records, timesheets, photos, and billing inforrnaiion; eliminating the need to handwrite data and improving customer service by minirri ng response time.

WCA will procure a City Business license as necessar/ and any "no -fee" permits prior to commencement of work. Permits (i e., encroachment, traffic control, etc.) requiring fees will be charged back to the Agency.

All ;vor: Vnll be yperi on reed in the public right-of-way. Employees- will not utilize private property for eating, breaks or any other reason or use wafer or electricity from such property without prior wm-ten permission of owner.

C Dp a _illon and C, ,,I]<<jt e1
WCA will give right to operate within the project to the Agency workers and/other contractors, utility companies, street sweepers, and others as needed in a cooperative effort to minimize interference in daily operations.
ol SU. e M1a$h•ter`)aa e
Work site will be left free of debris at the and of each workday. We will not discharge smoke, dust, or any other air containments in quantities that violate the regulations of any legcilty constituted authority.
16 00
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Setting the Gold Standard
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West Coast Arborists, Inc.

Emergency Contacts
Cf)
In case of emergency AFTER
normal business hours:
866.546.2369
Leave a message, if you do not
receive a call back within 10 minutes,
call the following contacts in order:

Armando Soto, Foreman
714.206.0602
Juan Marquez, Supervisor
926.255.7291
Mario Gonzalez, Area Manager
714.981.3564
AFTER confirmation tram on -call
Manager, you can email multiple
locations to:

[email protected]
NAGA*
Normal Business Hours
714.991-1900
Sample Planting Door Hanger
HELP
ME GROW!
ortC3 (DPW' ,va_zk
Curing cod
months
a
Chaotga ar adjust
tra ':t).c_s
X
.:aQ 1J%t the uYOi.37
ba;in cr rruJCi�
F4..zLccl areurn
2i '3 •
zo
- TREE CARE PROFESSIONALS
y •4Y!..__• _4•4•4, '
18 Setting the Gold Standard

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�•:' .3 C ;VI
Qu =a}isi';l Con iToi
WCr\ regularly receives and tracts feedback from customers and residents as a means to acknowledges goad performance and provide prompt resolution iCr any negative comments, Every month, ci summary of the eedbac;; is then reviewed by the management team.

As',ve w;/cr'c'.vtth, Cr near, the public,
we are mindful that we will most likely
be the first person the public contacts.

We have a Tull-tirrie Customer Service
Department vpith each Customer
Service Representative (CSR) trained
in addressing concerned residents
and bystanders.
npiair�ts & Damage
Should There be any property
darncrge, we adhere to specific
procedures to resolve the problem.

The Foreman on the job site will notify -- -
the resident and the Inspector immediately.

If The resident is not at home, then we leave a'NCA card with instructions to call our Claims Coordinator in our corporate office. The ultimate god at each work site is to leave the property in the same condition as before we entered it. We notify the Agency Representative immediately upon damage of private property including plans for corrective measures to take place within !.S hours.

Any activities found by the Agency to be unacceptable will be rectified immediately_ All other complaints will be abated or resolved within twenty-four {24) hours of the occurrence. We have teams specifically assigned for handling damage to properties, both private and public. Through our communication system, we have the ability to dispatch either of these teams and have them respond immediately to the site for proper repair.

We pride ourselves on professional wo'rkrnanship to avoid these types of incidents, however, should one occur, we take all appropriate measures to resolve the matter in a timely and efficient manner.

Vdmr
�y.ac3,c�
rsa
F'; oi' icti,Di] 01 ?l:bi:'c c.n
will provide all safety measures necessary to protect the public and svor';er within the work area, We will maintain good public relations at all times. The work will be conducted in a manner which will cause the least disturbance.
19 Setting the Gold Standard

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West Coast Arborists, Inc.
1r .]ini,ig
_ l .i
Sci & j standards ore top priority at '+'lest Coast Arborists, Inc. Our line of work demands that all work is performed in a manner that provides the maximum safety to the general public as wall as our employees. Our crews are instructed to follow the safer'j standards of ANSI 2133.1 as well as va O HA r ciu,rements. We have one of the most a: ensiv'e scietj training programs in The industry. ` e. provide our employees with stag -of -the-art training tools and instructional sessions company \hide,. Our insurance carriers and Cal -OSHA have recognized us repeatedly for out- standing safety training efforts.

We have a full time Safety C, Training Manager, Dane Jensen, that is professionally trained in the held of horticulture, AS WCA's Training Manager, Dane is responsible for staying up-to-date on all tree r elated industry standards as related to safety and the wellness of our employees and the public in which we serve. Training materials are regularly reviewed and updated to ensure'!'/Cr\ employees receive the proper education, instruction and hands on experience needed to perform their day to day activities safely and efficiently. Training topics include a full -circle from proper pruning techniques, arboriculture, to customer service and everything in between_ • iSA Certified Utility Municipal Arborist rWE-1201=1A
a ISA Skills Test Evaluator--TW Climber
• TCIA Certified Tr eecare Safety Professional #3303
• ISA Tree Risk Assessment Qualification #E4068
• American Heart Association BLS and F. st Aid Instructor Our line of work demands
that all work is performed
in a manner that provides
the maximum safety to the
general public as well as
our employees.

Public Convenience and Safety
WCA will comply with any and all local sound control and noise level rules, regulations, and ordinances which apply to any work performed in the contracted area. All work will cease by 5:00 pm or as directed by the Agency (excluding emergency services). 20 Setting the Gold Standard

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Coast :\ TT.;,r�. ,, ;,a .

West Coast Ar'oonsts, Inc. provides an extensive in-house training curriculum for all employees to broaden their knowledge of the arboriculture field of study. Included in this framing are the ISA standards, both ireewcrker and Arborist study programs, and a varier/ of Tree Care Industry ,6socia-tion home study programs. We also offer training courses to our staff in areas of customer Ssr dice satisfaction, maintaining professional conduct, and Qualified Line Clearance Trimmer Training.

Our Training andcrfety team members are tasked 'Mn;
completing field evaluations of crews and members ers crc on - site to coach and train employees on safe practices.

Employees rrcelve performance evaluations at 90 Clays, 6 months, then annually (or as -needed) after their first year. AB employees are provided copies of )1 /CA's Injury 2, illness Prevention Program.

Traffic (:on —o
Traffic control procedures will be set-up in accordance with the Work. Area Traffic Control Handbook. (WATCi-1) and State of California Manual of Traffic Controls as well as the Agency Traffic and Safety Operating Rules. '1'/CA will make adequate provisions to insure he normal flow of trciffic over the public streets and park roads. Every effort be made to keep commercial driveways and passageways open to the public during business hours. 1-ligh visibility arrowboard(s) will be used when needed. Prior to use, the Agency approve traffic safety equipment and devices. Pedestrian and vehicular traffic shall be allowed to pass through the work areas only under conditions of safety and with as lithe inconvenience and delay as possible. Unless the work area is totally barricaded or otherwise kept safe, at least one worker serve to coordinate safe operations on the ground at di times when work operations are in progress.
:1 c.] j J,], J is 'J s 111 1-13
.TY6rr4 is dedicated to
.he; th (Th(? safety ;16/'
'eE , eJf 1oyeeJ,
and the C')]7l17lU1'Uityy.
21 Setting the Gold Standard

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West Coast Arborists, Inc.

QU 2MENT
Our modem fleet undergoes daily inspection prior to
use to ensure efficiency and sa eiy. All equipment is
routinely serviced, painted, and detailed. Ali
equipment used during the duration of this project
will meet state and federal sane+/ requirements and
have ail up-to-date cer;ifiecitions, as required.

CHP Biennial Inspection of Terminal
Certification
`r`l a have successiuliy been awarded the CHP
Biennial Inspection Award of Recognition. This
inspection has assisted our company in instituting
several sa?ety programs, as well as our Preventative
Maintenance Program utilized by our in-house 'fleet
deporirnent The inspection reviews our vehicle
maintenance and repair records, our procedural
methods and policies for vehicle maintenance and
operations. This certification ensures that our vehicles operate safely.
1• ,419i (G?.3j
WCA has partnered with Geo-Tab to provide GPS
units on ail vehicles and equipment. This investment has given us and our customers the following benefits:
quIprner d lid Summary
389
358
18 224
45 32
98 24
a'
9Q
Pick Up Trucks
A,ridLr ti e• c -e,,
95`t Aerial Devices
Dua";vIri k,.3
Rat Beds
R dS r ein,c,:;-s
Arrowboards
ATVs
Stump Grinders
Loaders
Rubber Track Loader
Root Pruners
Roll off Trucks
Saw Mill
Loa Skidder
Bock Hoes
Brush Chippers
Ganes
Toyota Prius
Toyota Vans
Ford CMAX
2 54
3 4
1 -59
6 8
4 • Provide faster response times and more efficient routing ailow,ving us to service more customers Lower operational costs by opt=rrJ ng ourReef ste, reducing labor, OVeffiril,e, and insurance, and minimizing costiy vehicle repairs
Decrease fuel use by monitoring -fleet fuel economy and saving on unnecessary fuel a;:.penditures
Reduce emissions by helping drivers improve their habits such as speed and idle time, and reducing total riles
driven which 'Mil signiiicaniy reduce harmful
greenhouse gas emissions
Improve dispatching with landmarks and driving
directions, GPS units helps us to better dispatch so That we can service more customers, faster
• Recover stclsn vehicles reducing Iiabisr/ costs which can be passed on to customers
►Ar-rn• tea+
O
SOB
ce
ii

We currenily have more than 1,600 pieces of fairly new equipment that enables us to replace equipment immediately should •there be any unforeseen mechanical problems. We employ over 50 full-time mechanics that perform an in-house fleet maintenance program, This allows our equipment to be in good operating condition necessary for accomplishing the City's nerds. Our mechanics generally work on one particular line of equipment, and by keeping our equipment as uniform as possible cur mechanics really get to know the equipment inside and out m nirnitng down time. Equipment is assigned to different trews and if the crew is shared with another contact the equipment will be as well.

All WCA equipment goes through our Preventative Maintenance orogam. From our solar powered Mow boards, to our Freightliner Roil Off trucks. Our mechanics generally work on one particular line of equipment, and by keeping our equipment as uniform as possible our mechanics really get to know the equipment inside and out minimizing down time.

Over the last few years, we have invested heavily in new equipment to keep our fleet modern, comply with state requirements, meet demand and reduce our effects on the environment, We understand with a fleet as large as ours that we are responsible for the amount of emissions our vehicles produce and actively make an effort to monitor and reduce our carbon footprint.

Through our ability to
dedicate specific
pieces of equipment for
this project, we believe
it will lead to a
successful program.
23 c)
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v‘sotiSt
coast Arborists, Inc.

TECHNOLOGY :\ND INFORMATION
West Coosi
Arborists has
completed
300+
GPS hee
inventories.

ArborA c : alss
Our tree management program sets us apart from
other cornpainies. With nearly 2,CCO active users,
,ter borAcc ess and our mobile app will help you easily manage your urban forest with ease and
convenience. Tree site attributes include location
{ut:li ng GPS coordinates), species type, and
park,,vay size. Features allow you to view and edit
vicrk history records and create work orders directly
from The field, all from our secure cloud.

The information contained in ArborAccess is live
data that can also be linked directly to a G1S
program, such as ArcView, :>c, for geo-coding purposes
and can assist your Agency in meeting .GAS834
3-1
requirements. ArbcrAccess provides an unlimited
resource of information regarding your urban forest.

ArborAccess Features
Ease of use
Create work orders
View bee site details
View work history
View invoices
Mobile app
Live data
GIS/GPS mapping
(^., ,1.27 TTa i'I;17.i 1
Our IT Department is based out of our corporate attice in Anaheim, CA with regional offices located throughout California and Arizona. Each office has the ability to provide software training to our customers. We are also available to provide training sessions on -site at the customer's discretion. On -site training is proven to be effective as it provides a guided hands-on experience.

We offer periodic tree maintenance and management workshops each year.

These free workshops are provided to our customers regionally and educate over 250 people annually. They have proven to be a great round -table and networldng opportunity for the different agencies in attendance. Presentations are provided by WCA management staff and complimented with guest speakers in the industry, Certified Arborists and Tree Workers who offend are eligible to receive continuing education credits jCEU's) from the International Society of Arboriculture.

The success of any urban forest program depends on the proper management of information. Unlimited telephone and/or email support is available to answer technical questions and aid staff in the use of t'ne software system. Son iare training and support is included in the cost associated with the inventory data collection.

Tme List Tracking Report in ArborAccess is a useful tool in the management of incoming work. This report allows both parties to track specific jobs as they are ordered by the Agency. Proper use of this system enables The Agency and WCA to track the completion of work that is ordered.

Setting the Gold Standard

Inc. operates a modem invoicing system that is updated on a daily bcisis. Progress billings will be submitted ₹o the Customers on a bi-weekly basis, unless otherwise requested. Invoices will reflect an amount complete for the bi?ling period, along ',a,i'th a year-to-date total for that job.

Each billing ',viil include a listing of completed work by address, tree species, work performed and appropriate dcrta acceptable to the customer. This information wEl be supplied in hardcopy and immediately accessible on ArborAccess. Job balances reflecting the percent of completion for eacn job can be viewed on ArborAccess.

Sample Management Tools:

Detailed Tree Site Characteristics
The advanced technology provides
a valuable tool to urban forestry
professionals by displaying specific
tree site information along with a
representative photograph of the
species type and a recommended
maintenance field. ArborAccess'
built-in quality control features assist
in data accuracy. As maintenance
is performed, the work history is
updated and accompanied with
bi-weekly invoices. This process
eliminates the need for dual -
inputting and helps keep the tree
inventory current and accurate.

Maintenance Records
Accurate maintenance records for each location oftentimes can assist the Agency with liability claims. Maintaining a detailed history of the work performed at each location demonstrates good faith in preserving its urban forest. It is imperative that work requests are pulled from the system prior to the work being performed, otherwise inventory accuracy is not guaranteed. 25 Setting the Gold Standard

Species frequency Report
Frequency report can assist your
identifylno the tree population within
urban forest. This type of information is
valuable in the event of an insect infestation,
deadly disease, or even estimating future
maintenance c'?. -,is. In addition, an analysis can
^.e pe e� t _ evaluate
' e the history The
• p rte+ -n to c, rt.,liuQic r,�_, n,�ae,/ of the
performance of a particular species within your
.\gency.
-r j N rlr-:
qua':113 ?ex
(,1,••14,,7"r . _ ",;'::' .-.: E
c,K
tiw 14,-11D
Tad beet
f m+in total
.517

1.431
1,C77i
Detailed Reporting Options
Inventory
View Invoices
Work History
Work Type by District
District Frequency
Species Frequency (sample above)
Job Balances
Green Waste
DBH Frequency
Height Frequency
All Tees at an Address
Estimated Tree Value
WCA helps agencies
understand and
manage their canopy
by sharing inventories,
insight, and data.
26 Setting the Gold Standard
Amid

_AY?: i35, lr.�,

COMMUNITY AND ENVIRONMENT
`, le hole a fall -time Biologist, Lissette Rios, on
slat? ,,vhose responsibilities include wrifing
reports, pre-',vcrk b'rd assessments, and it cining
crews cn current bird nesting lows as -se.-.1i1 as
≥;;`,`,Fs for tree maintenance. Tn•e protection of
birds, especially duing nesting season, is critical
to providing responsible tree rnaintanancv and
her experience, training and sk led eye have
proven to be a great asset to OUT team. Our
safety and training department has corny nittec
to wor',dng with preservation associations
and played a :;ey role in the est abiishrnent of
the Tree Care for Birds and Other W iclGve „', P
that is used in the tree care industry.

Gr.e. 1n '!'.103 y'
WCA's commitment to be a socially responsible corporate partner to our customers and communities is exemplified in our Recycling Program. With the steadily increasing concern for the ecological health of our communities,','!CA has ernbc r ed on a landfill diversion process where all material is taken to rac/ding faciliti=es where it is used in the production of soil amendments. We are committed to tatting all recyclable materials removed from the trees trimmed Tor the duration of this project to a recycling center for processing. Verification of amounts recycled will be obtained and reported by WCA via ArborAccess for the purpose of meeting the gods of the State for reducing landfill usage.
tJt C i is made from coarse ground branches and leaves. it should be spread on the ground at a rate of st( to twelve inches for best effect. Fresh mulch will deplete nitrogen from the surface of the soil which will reduce unwanted weeds. Once the mulch has decayed, it returns nitrogen which helps build the quality of soil for plants. A large amount of tree debris is processed by WCA and used in large scale mulching projects for establishing native plants in open space areas. ?•O,',VO T is made from fine ground branches, leaves or other organic material. When mixed with oxygen and water, The organic material All decay or "compost," A finished compost is excellent for turning into the top layer of soil and will add nitrogen and increase the water holding capacity of soil. You can make compost at home in a pile in your yard or in a bin that you make or purchase. Large scale composting is done at regional recycling facilities, l2a-oop is traditionally the most common use of large branches and logs. Firewood is used to heat homes during winter months. WCA takes logs to our yard, and these are then chopped into usable firewood.
27 Setting the Gold Standard

West Coast Arborist ,, Inc.

Street Tree Revival
STREET TREE REVI'VA1, our stood recycling program has
become an important component of our approach to
urban forest management. 25 years ago, we started our
urban wood recycling program in collaboration with the
California Department of Forestry and Fire Protection (CDF).

Since a number of trees require removal, it was important to create an environmentally sound and sacialiy responsible alternative to importing lumber from other areas and to reduce the demand of trees from natural forests.
;ill trees have a life cycle, so we are making every effort to save the trees we canfrom ending up in iandfiiis. When trees need to be removed from the Urban Forest, we preserve their natural beauty and also limit carbon emissions by salvaging trees lost during storms, disease, or normal senescence and recycling this wood into usable raw lumber. 28 Setting the Gold Standard

liTeL
iNr}7)J?ar' Day 1'/t c;,( ?. ;
'iVC;\ participates in over 100 Arbor Day and other community events annually by providing educational presentations, tree plantings and sponsorships. As a community partner, we understand the importance of teaching youth about the benefits of trees not only to be her our environment but to ensure our urban forests are maintained for years to come.

Services include:
3 3
3 3
3 Grant Services
Cities con improve the management of Their urban
forest through a grant project. Our grant team is
experienced in partnering viiih various agencies to
obtain funding for activities that help their urban
forest thrive.

We've managed over $9,x,000 in grants to dote.

These grants, completed and new, will result in
Grant writing
Appiica-t.ion review
Greenhouse gas calculations
Partnership development
Volunteer training
Community events
Project management
Project reporting
Develooment of education/outreach material
Match trac'.cng
Media outreach
Canvassing logistics
Volunteer training
Urban Forestry community »vorishops
29 Setting the Gold Standard

N
O
ci
WC,\ participates in Arbor Day and other community events annually by providing educational presentations, tree plantings and sponsorships. As a community partner, we understand the impedance of reaching youth about the beneirts of trees not only to better our c=inv'ronment but to ensure our urban forests are maintained for years to come. PICA has a designated "Grants Team" to work with agencies to obtain grants for tree planting and growing the urban forest. ai-tnering with the Arizona
Sustainability Alliance to engage
K-12 educators in urban forestry.

COmmonit,s 7rii;,eij
WCA has partnered with .Invest From the Ground lip and the Western Chapter International Social,/ of Arboriculture .o plant trees across California under their newest initiative - Cool Par's.

With a generous grant from CAL FIRE, the Cool Parks team is wor'dng alongside partner cities and nonprofits to bring ?5C0 teas to California's disadvantaged and low-income communities, organi?e a CA Tree Team workshop, and engage .residents to learn and care about the trees in their city.

Prior to The "Cod f cr(s' campaign, WCA participated in the CIRCLE jCaliiornia Initiative to Reduce Carbon and Limit Emissions) campaign since its launch in October of 2016. Each round of tree planting events has provided thousands of trees to communities across Cali ornia. The trees planted have the potential to sequester millions of pounds of CO2.

These events are valuable to California communities by generating thousands of volunteers, improving air quality, and educating the local community about proper free planting techniques.

Together, we can grow the urban forest for a more sustainable future. );_21N -
WO(
PAnKS
from the
grounc Lp
GIZMOS TreaAfe:eGcrNealalarr aL-
30 Setting the Gold Standard

A4...... - W/2 CERTIFICATE OF LIABILITY INSURANCE

DATE(MM/DD/YYYY)
06/20/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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

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

PRODUCER
Aon Risk Insurance Services West, Inc.

Los Angel es CA Office
707 Wilshire Boulevard
Suite 2600
Los Angeles CA 90017-0460 USA

CONTACT
PNAME:
(AHCNE No. Est): (866) 283-7122 FAX
J No.): (800) 363-0105
E-MAIL
ADDRESS:

INSURER(S) AFFORDING COVERAGE
NAIC #

INSURED
West Coast Arbori sts, Inc.
2200 E Via Burton
Anaheim CA 92806 USA
INSURER A: Hartford Fire Insurance Co.
19682
INSURER B:

INSURER C:

INSURER D:

INSURER E:

INSURER F:

AGES
CERTIFICATE NUMBER: 570106538841
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. Limits shown are as requested INSR
LTR

TYPE OF INSURANCE
ADDL
INSD
SUER
WVD

POLICY NUMBER

POLICY EFF
(MM/DD/YYYY1

POLICY EXP
fMM/DD/YYYY)
LIMITS
A
X

COMMERCIAL GENERAL LIABILITY
72ECSs89301
07/01/2024
07/01/2025

EACH OCCURRENCE
$2,000,000

CLAIMS -MADE X
OCCUR
SIR applies per policy terns
& conditions

DAMAGE TO RENTED
PREMISES (Ea occurrence)
$1,000,000
MED EXP (Any one person)

PERSONAL & ADV INJURY
S2,000,000

GEN'LAGGREGATE
LIMIT APPLIES PER:

GENERAL AGGREGATE
54,000,000
POLICY
X
PRO -

JECT X LOC
JECT

PRODUCTS - COMP/OP AGG
$4,000,000
OTHER:

AUTOMOBILE LIABILITY
72 CSE S89302
07/01/2024
07/01/2025

COMBINED SINGLE LIMIT
(Ea accident)
$2,000,000
X

ANY AUTO
BODILY INJURY ( Per person)
OWNED

SCHEDULED
AUTOS
BODILY INJURY (Per accident)

AUTOS ONLY

HIRED AUTOS
ONLY

NON -OWNED

AUTOS ONLY

PROPERTY DAMAGE
(Per accident)
-

UMBRELLA LIAB
OCCUR

EACH OCCURRENCE

EXCESS LIAB

CLAIMS -MADE

AGGREGATE

DED RETENTION
A

WORKERS COMPENSATION AND

EMPLOYERS' LIABILITY Y/N
72WNS89300
Workers Comp AZ CA
07/01/2024
07/01/2025
x

PER STATUTE OTH-
ER

ANY PROPRIETOR/ PARTNER / EXECUTIVE
OFFICER/MEMBER EXCLUDED?
N
N / A
E.L. EACH ACCIDENT
$1,000,000
(Mandatory in NH)
II yes, describe under
E.L. DISEASE -EA EMPLOYEE
$1,000,000
DESCRIPTION OF OPERATIONS below
E.L. DISEASE -POLICY LIMIT
$1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) The City of Placentia, its elected and appointed boards, officers, officials, agents, employees, and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Non -Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is granted in favor of the City of Placentia, its elected and appointed boards, officers, officials, agents, employees, and volunteers in accordance with the policy provisions of the Workers Compensation policy.

CERTIFICATE HOLDER

CANCELLATION
City of Placentia
Attn: City Administrator
401 E. Chapman
Placentia CA 92870 USA

SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFORE THE

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

AUTHORIZED REPRESENTATIVE
Sen ✓G�,tifitdeacc
rJ N�xrct y� ✓na
ACORD 25 (2016/03)
©1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
Holder Identifier : ABDO$

POLICY NUMBER: 72 CSE S89302

COMMERCIAL AUTO
CA 20 48 10 '13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
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 this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

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

Named Insured: WEST COAST ARBORISTS, INC.

Endorsement Effective Date: 07/01/2024

SCHEDULE
Name Of Person(s) Or Organization(s):

THE CITY OF PLACENTIA, ITS ELECTED AND APPOINTED BOARDS, OFFICERS OFFICIALS,

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

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision
contained in Paragraph A.1. of Section II — Covered
Autos Liability Coverage in the Business Auto and
Motor Carrier Coverage Forms and Paragraph D.2. of
Section I — Covered Autos Coverages of the Auto
Dealers Coverage Form.

CA 20 48 10 13
© Insurance Services Office, Inc., 2011 Page 1 of 1

POLICY NUMBER: 72 ECS S89301 COMMERCIAL GENERAL LIABILITY CG 20 12 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - STATE OR GOVERNMENTAL

AGENCY OR SUBDIVISION OR POLITICAL

SUBDIVISION - PERMITS OR AUTHORIZATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
State Or Governmental Agency Or Subdivision Or Political Subdivision:

THE CITY OF PLACENTIA, ITS ELECTED AND APPOINTED BOARDS, OFFICERS OFFICIALS, AGENTS,

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

A. Section II - Who Is An Insured is amended to
include as an additional insured any state or
governmental agency or subdivision or political
subdivision shown in the Schedule, subject to the
following provisions:

1. This insurance applies only with respect to
operations performed by you or on your behalf
for which the state or governmental agency or
subdivision or political subdivision has issued a
permit or authorization.

However:
a. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
b. If coverage provided to the additional insured
is required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

2. This insurance does not apply to:
a. "Bodily injury", "property damage" or
"personal and advertising injury" arising out
of operations performed for the federal
government, state or municipality; or
b. "Bodily injury" or "property damage" included
within the "products -completed operations
hazard".

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

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

1. Required by the contract or agreement; or

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

This endorsement shall not increase the applicable
limits of insurance.

CG 20 12 12 19
© Insurance Services Office, Inc., 2018 Page 1 of 1

POLICY NUMBER: 72 ECS S89301

COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s)
Location(s) Of Covered Operations
u t i i L pi ,,rpi ,. I . , p7t:L 1 1'.:4 C. NT 1/,r r

WHERE REQUIRED BY WRITTEN CONTRACT
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

1. Your acts or omissions; or

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

However:

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

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

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

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

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

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a principal
as a part of the same project.

CG 20 10 12 19
© Insurance Services Office, Inc., 2018 Page 1 of 2

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

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

1. Required by the contract or agreement; or

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

This endorsement shall not increase the applicable
limits of insurance.

Page 2 of 2 ends

POLICY NUMBER: 72 ECS S89301 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

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

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(sJ
Location And Description Of Completed Operations

WHERE REQUIRED BY WRITTEN CONTRACT

WHERE REQUIRED BY WRITTEN CONTRACT
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only with
respect to liability for "bodily injury" or "property
damage" caused, in whole or in part, by "your work"
at the location designated and described in the
Schedule of this endorsement performed for that
additional insured and included in the
"products -completed operations hazard".

However:

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

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

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

1. Required by the contract or agreement; or

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

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

POLICY NUMBER: 72 } CS S89301
Df
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDMENT OF OTHER INSURANCE CONDITION -

PRIMARY OR PRIMARY AND NON-CONTRIBUTORY WHEN

REQUIRED BY CONTRACT
This
endorsement modifies insurance provided under the following:

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART (EXCESS) PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART (EXCESS — BROAD FORM) With respect to other insurance available to any
person or organization who is an additional insured
under this Coverage Part, the following replaces
Paragraph 4., Other Insurance of Section IV —

PRODUCTS/COMPLETED OPERATIONS LIABILITY
CONDITIONS:

4. Other Insurance
If other valid and collectible insurance is available
to the insured for a loss we cover under
Coverages A or B of this Coverage Part, our
obligations are limited as follows:
a. Primary Insurance When Required By
Contract
If you have agreed in a written contract,
written agreement or permit that this
insurance be primary, then subject to the "self -
insured retention", this insurance is primary . If
other insurance is also primary, we will share
with all that other insurance by the method
described in Paragraph c. below.
b. Primary And Non -Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract,
written agreement, or permit that this
insurance is primary and non-contributory with
the additional insured's own insurance, then
subject to the "self -insured retention", this
insurance is primary, and we will not seek
contribution from that other insurance.

Paragraphs a. and b. do not apply to other
insurance to which the additional insured has been
added as an additional insured.
c. Method Of Sharing
If all of the other insurance permits
contribution by equal shares, we will follow this
method also. Under this approach each
insurer contributes equal amounts until it has
paid its applicable limit of insurance or none of
the loss remains, whichever comes first.

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

Form EH 24 08 03 14
© 2014, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc., with its permission.)

Page 1 of 1 ends

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER

FROM OTHERS ENDORSEMENT
Policy Number: 72 WN S89300 Endorsement Number:

Effective Date:07 / 01/2024 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: WEST COAST ARBORISTS' INC.
220 E. VIA BURTON
ANAHEIM, CA 92806
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 shall not operate directly or indirectly to benefit anyone not named in the Schedule.

SCHEDULE

ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US.

Countersigned by
Authorized Representative
Form WC 00 03 13 Printed in U.S.A.

Process Date: Policy Expiration Date:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: 72,4N SR:j.;nr; Endorsement Number:

Effective Date: 07/01/2024 Effective hour is the same as stated on the Declarations of the policy.

Named Insured and Address: Tfil:;;•-: COAST ARBOR r`-rs, 1NC. 220 E. VIA BURTON
AIIAHEI[•:, 92806
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
ANY PERSON Ok ORGANIZATION ERCM. WHOM YC., ARE REQUIRE 1.: BY i•!k_1 _ \ CONTRACT C;k AGREEMENT TC OBTAIN THIS WAIVER OF RIGHTS FROM US.

Countersigned by
Form WC 04 03 06 Printed in U.S.A.

Authorized Representative

AMENDMENT NO. 2 TO

MAINTENANCE SERVICES AGREEMENT

PROVISION OF TREE TRIMMING SERVICES WITH
WEST COAST ARBORISTS INC.

This Amendment No. 2 ("Amendment") to the Maintenance Services Agreement is made and entered into and effective the 30th day of June 2026, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation, ("CITY") and West Coast Arborists, Inc, a California corporation (hereinafter "CONTRACTOR"). CITY and CONTRACTOR are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties."
A. Recitals.
(i) CITY and CONTRACTOR entered into a Maintenance Services Agreement ("Agreement") effective June 30, 2023, through which CONTRACTOR has been providing maintenance services as more fully explained in the Scope of Services attached to the Agreement. (ii) The Parties now seek to amend the Agreement to increase the contract not -to -exceed by an additional Five Hundred Thirty -Two Thousand Six Hundred Seventy -Two Dollars ($532,672) to account for a rate increase of 2.9 percent and a contract term extension for two additional years.
(iii) All legal prerequisites to the making of this Amendment have occurred.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

B. Amendments to Agreement.

1. Section 2, Paragraph 1. of the Agreement is hereby amended to read as follows:

2.1.Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A" and compensation may be adjusted on an annual basis as outline in Exhibit "A". Contractor's total compensation shall not exceed a cumulative amount of One Million, Three Hundred Nine Thousand, One Hundred Sixty -Two Dollars ($1,309,162) for the extended two-year contract.

2. Section 4, Paragraph 1 of the Agreement is hereby amended to read as follows:

4.1.Term. This Agreement shall commence on the Effective Date and continue for a period of 60 months, ending on June 30, 2028, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.

Page 1 of 2 ends

412

3. Except as specifically modified herein, all the terms, conditions, and provisions of the Agreement shall remain in full force and effect.

4. The Agreement, all amendments together with this Amendment No. 2 and all Exhibits attached thereto, constitute the entire Agreement between the Parties and supersede all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the Agreement, as modified by this Amendment No. 2, shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.

5. Each of the undersigned representatives warrants that he or she is duly authorized to execute and deliver this Amendment No. 2 and that such execution is binding upon the entity for which he or she is executing this document.

IN WITNESS WHEREOF, the Parties have made Amendment No. 2 to the Maintenance Services Agreement to be executed as of the day and year first above written.

CONTRACTOR CITY OF PLACENTIA
By: it/ /
Patrick Mahoney, Pyasident
05/06/2026
By:

Jennifer Lampman,
City Administrator
ATTEST:

By:

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

By:

Christian L. Bettenhausen, City Attorney

Page 2 of 2 ends

413

Exhibit A
TREE iliatIN-TENNACE SERVICES
. _
NC.

D!.SCRLFITION
'aJh'IT OF

MEASURE
EST.

QTY.

PRICE
COST
__
C -rid prime residerdial Pa,-�ay
4 EA
1,500
$ 64.00
S 96,000.00

2. Grid it a a:te-*al roadway
ties, all sus
EA _
275
$ 108.00
S 29 700.00
., `;
_
Annual palm tree Ong, all '
EA
845
$ 64.00
_
$ 54 080.00
sizes, all Iocaor�s

4. rr ; and �st� removal: ?" —
EA
5 $ 390.00
$1,950.00
S
,
Tree removal: 13" —
e trunk
EA
5 $ 790.00
$ 3,950.00

6. '
Tree and stump removal: 26" —
36" trunk
EA
5 $ 1000.00
$ 5,000.00
7_
Tree and staimP removal: 37" —
48" trunk
EA
5 $ 1,320.00
$ 6,600.00
g_
Tree and stump removal: 49" +
5 S 1,320_00
S 6,600.00
(R�
3r
ffrizzfi!
1,,F
.9
��f?�'-$
� 2 ca
�
t.87J
s2
VL,000_90
' $ 1,000.00

10. Palm Tree Skinain:

LF
100
$ 10.00
].I.

Tree planting —24" box tree
EA
5 $ 390.00
$ 1,950.00
Bid Amount
$ 25Q gp n
LW,V Vn .VnV
Grand Total
Labor Rates
S 206,830.00
Description
Supervisor
Foreman
Laborer
Normal Business Rate Emergency After --Hour Rate
$ 110.00
$ 110_oo
$ 110.00
$ 150.00
$ 150.00
$ 150.00
Through submission on PlanetBids, the bidder certifies that he/she has followed the bidder instructions, acknowledges the requirements set forth in this proposal form for bid submission, and has thoroughly checked the figures set forth in the proposal and inputted into PlanetBids, that they are correct to the best of his/her knowledge and constitute his/her proposal to perform all the work called out and implied throughout these contract documents_
„N -LINE IN PLANE -7
414

Agenda Item No: 1.m

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: June 16, 2026
Submitted by: Jerry Griggs
From: Finance
Subject:

AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT WITH HDL

COMPANIES FOR SALES TAX AUDITING AND CONSULTING SERVICES Financial Impact:

Expense: $6,540 Annual Fee Plus Additional Fees Contingent on Recovered Revenue Budgeted in FY26-27 Proposed Budget
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 at which time the City will conduct a Request for Proposals (RFP).

Recommended Action:

It is recommended that the City Council:

1. Approve Amendment No. 4 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, 2027; 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 Strategic Goal No. 1 to Ensure Long - Term Fiscal Sustainability but is not tied to a specific Objective. 415

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. 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 and 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 and will plan on conducting a Request for Proposals (RFP) in advance of the expiration of this extension.

Financial Summary:

The annual cost for basic service is $6,540 for Fiscal Year 2026-27. HdL Companies also charge 15% of misallocated sales tax revenue or unreported revenue that is recovered because of an audit. 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 FY2026-27 Proposed Budget.

Attachments
Fourth Amendment-Placentia.docx
Placentia HDL Contract - 2019-2023.pdf
Placentia Contract 2026-27 Amendment. 4.pdf
416

CITY OF PLACENTIA
AMENDMENT NO. 4 TO

PROFESSIONAL SERVICES AGREEMENT

FOR SALES AND USE TAX SERVICES

1. PARTIES AND DATE.

This Amendment No. 4 to Professional Services Agreement ("Fourth Amendment") is entered into on the 16th day of June, 2026, by and between the CITY of PLACENTIA ("CITY") and Hinderliter de Llamas and Associates, a California corporation ("Consultant"). CITY and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Agreement. The Parties entered into a Professional Services Agreement dated January 1, 2019 ("Agreement").

2.2 Amendment No.1 The First Amendment was approved and became effective on July 1, 2023, extending the term through June 30, 2024.

2.3 Amendment No.2 The Second Amendment was approved and became effective July 1, 2024, extending the term through June 30, 2025.

2.4 Amendment No.3 The Third Amendment was approved and became effective July 1, 2025, extending the term through June 30, 2026.

2.5 The Parties now desire to amend the Agreement for ongoing consultation to extend the contract term to June 30, 2027.

2.6 Remaining Provisions of Agreement. Except as otherwise specifically set forth in this Fourth Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

CITY OF PLACENTIA HINDERLITER DE LLAMAS & ASSOC.

By: By:

Jennifer Lampman Andrew Nickerson, President/CEO
City Administrator
417

ATTEST:

By:

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

By:

Christian L. Bettenhausen, City Attorney
418

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 �"� Exhibit "A"
p Work, attached hereto as �xiiiuit Hand incorporated herein by this reference.

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

1.3. Performance to Satisfaction of City. Consultant agrees to perform ail 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 ser vices-required-under-this-Agreement-Consultani shall indemnify and hid 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 termination ii 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 co<<mp uisatiori for fixed fee services shaii 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, Al! 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-sen vices; as -outlined- iii Exhi5it-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 Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number ber of the authorized change order, where appiicabie, on all invoices.

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

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may gay be grounds nds 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 ,agreement —with -or -without- cause,—a₹-any-time,—by-provEding-at least fifteen (i 5) 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 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 0413, including premises -operations, products/completed operations, broad form property damage, blanket contractual !!ability, 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.
(h\
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:

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

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

5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are 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." Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided

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

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

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

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

6.©. 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 eYhihits 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.
!F TO CONSULTANT.

Hinderliter, de Llamas and
Associates
120 S. State College Boulevard,
Suite 200
Brea, CA 92821
TeI: 714-879-5000
IF TO CITY: _
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. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.

6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

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

officers, agents and employees arising out of the 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 employees, 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 ofCity. 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. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its sub -consultants in the course of performance of this Agreement, shall be and remain the soie 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 liahility or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.

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

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its 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 Rights. This Agreement is entered into for the sole _ benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

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

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

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

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

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

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

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

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
City Clerk an %ex officio Clerk
of the City ofPracentia

CONSULTANT
Signs ure
Andrew Nickerson, President
Name and Title
33-0008507
Social Security or Taxpayer ID Number
Date: II' /9
Date: 12-(�-1b

APPROVED AS TO FORM:

C
Christian Bettenhausen, City Attorney
APPRC \/P l As T(l INICI IPAN(E:
i
u
APPROVED AS TO CONTENT:
nna Ramirez, Risk Management
Kim Krause, Director of Finance
DEPARTMENTAL APPROVAL:

Kim Krause, Director of Finance
Date:

Date: Z -6-/f
Date: 13 < < l 9
Date:

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-AdrniroIst_ation to promote-reeovery by the CITY 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 a by the CITY as a result, in whole or in part, of the transactions revenue received by L11G CITY
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 misallocations), which shall be paid by CITY no laterlater than 30 days following the date.

J V 1V11V VJlllg L11G invoice
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 -Burns 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. Information 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 explle, ailu all Cii 1 atC4ff vY evaite ivgiilJ s iaii ue-acti at, u.

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, CITY shall hold in confidence -and shall not use-(e-xcept 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

ACO CERTIFICATE OF LIABILITY INSURANCE

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

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

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

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

INSURED
Hinderliter de Llamas & Associates
HdL Software, LLC.
120 S State College Blvd., Suite 200
Brea CA 92821
HDLCOMP-01

CONTACT
: Serc,io Nilchian
PHONE
(Arc, No. Exit: 949.435.7358
E-MAILDD SS: [email protected]

INSURER(S) AFFORDING COVERAGE
INSURER A: Twin City Fire Insurance Company
INSURER B : National Fire Insurance Company of Hartford INSURER c : Continental Insurance Company
(A/c, No): 949.476.3118

INSURER D
NAIC #
29459
20478
35289
INSURER -E :

INSURER F :

COVERAGES
CERTIFICATE NUMBER: 385695716 REVISION NUMBER:

INSR
LTR
8 X

TYPE OF INSURANCE

COMMERCIAL GENERAL LIABILITY

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

POLICY PRO-

JECT LOC
OTHER:

X
ADDL
INSD
Y
SUBR
WVo

POLICY NUMBER
6056953483

POLICY EFF
(MM/DDIYYYY)
11/15/2017

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

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
LIMITS
$1,000,000
MED EXP (Any one 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

AUTOMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY
X

SCHEDULED
AUTOS

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
X

UMBRELLA LIAB

EXCESS LIAB
X
OCCUR

CLAIMS -MADE
DED
X
RETENT ON $'i n nnn

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY

ANYPROPRIETOR/PARTNER/EXECUTI VE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Professional Liability/Claim Made
Retroactive Date 2/15/03
Y/N
N/A
Y
6056953502
6056953497
11/15/2017
11/15/2018
5/26/2019
5/26/2019

EACH OCCURRENCE
$ 3,000,000

AGGREGATE
$ 3,000,000
X
PER

STATUTE
OTH-
ER
$
E.L. EACH ACCIDENT
$1,000,000
E.L. DISEASE- EA EMPLOYEE
$ 1,000,000
E.L. DISEASE- POLICY LIMIT
A
72PG0246728
11/15/2017
5/26/2019
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

CANCELLATION
City of Placentia
401 E Chapman Ave
Placentia CA 92870

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) 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 H — 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: Hinderliter, de Llamas & Associates J 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
CA 04 44 10 13
THIS ENUUKZCMtN T CHANGES T THE POLICY. 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 I HDL Software, LLC Endorsement Effective Date: 1111512017

SCHEDULE
Name(s) Of Person(s) Or Organization(s): City of Placentia 401 E Chapman Ave
Placentia, CA 92870
Information required to complete 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 Malpractice 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.

CNA
Technology General Liability Extension Endorsement
t 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 r which suci adcitional 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

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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 structural1terations, 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

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Effective: 11/15/17 - 5/26/19
insured Name: Hin a liter de Llamas & Associates N ..r.•..,. , HDL Software, PLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.

C'NA
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 grope <y -damage -arising -out of your-products-which-are-distributed-orsoid-in-the-regular-course of-scrdh _ 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; 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.
g.

CNA74872XX (1-15)

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

CNA
Technology General Liability Extension Endorsement
K. Other Person Or Organization i 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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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)

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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:
t. 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.

Hi. add the following additional exclusions.

This insurance does not apply to:

CNA74872XX (1-15)

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

C'NA
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 status 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:

L 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)

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

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 Insured or while g performin d es r the �a
uti oInted to the conduct of Named
r • •� a �e
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 inju_yr arises out of a health care_in_cfdent. • 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.

10. 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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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 subparagraph (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—separ-ate—limit—of—insurance—applies—to—Damage—T o —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)

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

CNA
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. NON -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 apply to 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)

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

CNA
Technology General Liability Extension Endorsement
Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured.

Premises Related Discrimination
discrimination nr humiliation arising out of the sale, rental, lease or sublease 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_ADVER_TJS!NG INJURY —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)

Page 12 of 14 ends

Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5126/19

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

So Tong 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

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

C'NA
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

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

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work written cont. that perform under a vr� �«�� contract 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.

AIL 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.

Docusign Envelope ID: D3156115-6CD7-815D-80B9-3B31425BFBF7

CITY OF PLACENTIA
AMENDMENT NO. 4 TO

PROFESSIONAL SERVICES AGREEMENT

FOR SALES AND USE TAX SERVICES

1. PARTIES AND DATE.

This Amendment No. 4 to Professional Services Agreement ("Fourth Amendment") is entered into on the day of , , by and between the CITY of PLACENTIA ("CITY") and Hinderliter de Llamas and Associates, a California corporation ("Consultant"). CITY and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Agreement. The Parties entered into a Professional Services Agreement dated January 1, 2019 ("Agreement").

2.2 Amendment No.1 The First Amendment was approved and became effective on July 1, 2023, extending the term through June 30, 2024.

2.3 Amendment No.2 The Second Amendment was approved and became effective July 1, 2024, extending the term through June 30, 2025.

2.4 Amendment No.3 The Third Amendment was approved and became effective July 1, 2025, extending the term through June 30, 2026.

2.5 The Parties now desire to amend the Agreement for ongoing consultation to extend the contract term to June 30, 2027.

2.6 Remaining Provisions of Agreement. Except as otherwise specifically set forth in this Fourth Amendment, the remaining provisions of the Agreement shall remain in full force and effect.

CITY OF PLACENTIA HINDERLITER DE LLAMAS & ASSOC.
,—Signed by:

By: By:

Jennifer Lampman
City Administrator
"-2A8393594312482_.

Andrew Nickerson, President/CEO
458

ATTEST:

By:

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

By:

Christian L. Bettenhausen, City Attorney
459

Agenda Item No: 1.n

PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: June 16, 2026
Submitted by: Jerry Griggs
From: Finance
Subject:

SOFTWARE AGREEMENT WITH KRONOS SAASHR, INC. FOR A WORKFORCE

MANAGEMENT SYSTEM
Financial Impact:

Expense: $68,723.93 annual software license fee
Budgeted: Human Resources/Finance FY 2026-27
Summary:

The organization currently utilizes Kronos SAASHR, Inc. payroll and human resources management software to support payroll processing, employee record management, benefits administration, timekeeping, reporting, and other human resources functions. The software has been in use since 2024 and serves as the organization's primary system for payroll and HR administration.

Recommended Action:

It is recommended that the City Council:

1. Approve renewal of the software agreement with Kronos SaasHR, Inc. for a workforce management system in the amount of $68,723.93 for the period August 1, 2026 through July 31, 2027; 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 Strategic Goal No. 5 to Improve Organizational Excellence but is not directly related to a specific objective.

Discussion:

Kronos payroll and human resources management system continues to meet the organization's operational needs by providing a centralized platform for managing employee information and payroll functions. Key services and features provided under the renewal agreement include:
• Payroll processing and tax reporting
• Employee data management
• Benefits administration
• Time and attendance integration
460

• Employee self-service functionality
• Human resources reporting and analytics
• Regulatory and compliance updates
• Technical support and system maintenance
• Software upgrades and security enhancements
The system has proven to be reliable and efficient, supporting accurate payroll processing and reducing manual administrative tasks. Renewing the agreement will allow staff to continue utilizing the existing platform without disruption to payroll and HR services. Staff evaluated the continued performance of the software and vendor support and determined that renewal of the agreement is in the organization's best interest. Transitioning to a different system would require significant staff resources, implementation costs, data migration efforts, employee training, and potential operational disruptions.

Financial Summary:

The annual cost for basic service is $68,723.93 for Fiscal Year 2026-27. The cost of these services is included in the FY2026-27 Proposed Budget.

Attachments
Kronos Software Agreement Renewal_Aug2026.pdf
Kronos Master Agreement_2019.pdf
461

U KG
HR, Pay. & Workforce Management

RENEWAL ORDER FORM
Quote#: Q-414714 Date:15 May, 2026
Quote#: Q-414714

Page 1 ends

Customer Legal Name:

CITY OF PLACENTIA
Customer Legal Address:
401 E CHAPMAN AVE, PLACENTIA, CA 92870-6101 USA
Bill To: CITY OF PLACENTIA
401 E CHAPMAN AVE
PLACENTIA, CA 92870-6101 USA
Bill To Contact:

Ship To: CITY OF PLACENTIA
401 E CHAPMAN AVE
PLACENTIA, CA 92870-6101 USA
Payment Terms: Net 30 Days
Customer PO Number:

Renewal Term: 12 months
Billing Frequency: Monthly
Billing Type: Arrears
Currency:USD
Solution ID: 6172218
Order Notes:

This Order is subject to the Master Agreement No 24-6833 entered into between Cobb County Board of Commissioner ("Lead Agency") and UKG Kronos Systems, LLC ("UKG") effective as of July 14th, 2025 (the " Omnia Master Agreement No. 24-6833 ") and used by Customer as an Omnia Participating Public Agency.

Contract Summary
Contract Period Start Date: 8/1/2026 12:00:00 AM
Contract Period End Date: 7/31/2027 12:00:00 AM
Total Price: USD 68,723.93
The Total Price is the total billable amount (pre-tax) for the contract period listed above.

Annualized Contract Value: USD
The Annualized Contract Value is the value of the contract if all services are priced for 365 days. The Annualized Contract Value does not include estimated tax. Please note that this quote may include services priced for prorated periods.

SaaS A. •lication
Product Name
Duration Quantity Monthly Total Total Price
UKG
Kronos SaaShr, Inc., A UKG Company 3040 Route 22 West, Suite 200 Branchburg, NJ 08876 +1 800 225 1561 462

Quote#: Q-414714

Page 2 ends

UKG READY TIME
12 255
USD 1,002.46
USD 12,029.47

UKG READY ACCRUALS MANAGER
12 255
USD 167.08
USD 2,004.91

UKG READY LEAVE
12 255
USD 250.61
USD 3,007.37

UKG READY HR
12 255
USD 1,002.46
USD 12,029.47

UKG READY BENEFITS
12 255
USD 918.92
USD 11,027.02

UKG READY PAYROLL
12 255
USD 1,002.46
USD 12,029.47

UKG READY ACA MANAGER
12 255
USD 83.54
USD 1,002.46

UKG READY COMPENSATION
12 255
USD 167.08
USD 2,004.91

UKG READY PERFORMANCE
12 255
USD 167.08
USD 2,004.91

UKG READY ATTESTATION
12 255
USD 83.54
USD 1,002.46

UKG READY RECRUITING
12 255
USD 167.08
USD 2,004.91

UKG READY INTEGRATION HUB
12 1
USD 0.00
USD 0.00

UKG READY PAYROLL SERVICES
12 255
USD 464.10
USD 5,569.20

UKG READY COBRA ADMINISTRATION SERVICES
12 255
USD 250.61
USD 3,007.37
Total Price
USD 68,723.93
UiCG
Kronos SaaShr, Inc., A UKG Company 3040 Route 22 West, Suite 200 Branchburg, NJ 08876 +1 800 225 1561 463

Quote#: Q-414714

Page 3 ends

CITY OF PLACENTIA Kronos SaaShr, Inc.

Signature:

Name:

Title:

Date:

Signature:

Name:

Title:

Date:

The monthly price on this Order has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. Due to the rounding calculations, the actual price may not display as expected when displayed on your Order. Nonetheless, the actual price on your invoice is the true and binding total for this Order for purposes of amounts owed for the term. If you are tax exempt, please email a copy of your "Tax Exempt Certificate" to [email protected] along with the quote number otherwise this order is subject to applicable taxes. The actual tax amount to be paid by Customer will be shown on Customer's invoice.
u�c
Kronos SaaShr, Inc., A UKG Company 3040 Route 22 West, Suite 200 Branchburg, NJ 08876 +1 800 225 1561 464

COBB COUNTY, GA
Contract #18221
for
Workforce Management Systems and Related Products,
Services and Solutions
with
Kronos SaaShr, Inc.

Effective: March 18, 2019
465

The following documents comprise the executed contract between the Cobb County, GA, Kronos SaaShr,Inc., effective March 18, 2019:

I. Vendor Master Agreement Reference No. 18221 and
Signature Form
II. Kronos SaaShr, Inc.Terms and Conditions for
Participating Public Agencies
466

Page 11 ends

Reference Number
Reference Depart.

Purchasing Department
Master Agreement
Reference No. \ R a \
Owner:

Contractor.

Description:

Terms:

Price:

Billi ng:

Cobb County Board of Commissioners
100 Cherokee Street
Marietta, GA 30090
Kronos SaaShr, Inc.
3040 Route 22 West, Suite 200
Branchburg, NJ 08876
WORKFORCE MANAGEMENT SYSTEMS AND RELATED PRODUCTS, SERVICES AND SOLUTIONS: The undersigned parties understand and agree to comply with and be bound by the entire contents of Sealed Bid #18-6390 ("the RFP") and the Contractor's Proposal submitted September 27, 2018 which is incorporated herein by reference.

Contractor understands and agrees that insurance required in the Request for Proposals are to be kept current at all times through the length of each term and for ninety (90) days following the completion of each term. Insurance must be renewed and presented to the Owner at the time of each renewal term if Owner chooses to renew. Insurance shall be written by a fir m acceptable to the Owner as specified in the Request for Proposals.

U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE: Contractor agrees to enter into the U.S.

Communities Administration Agreement that is included in the RFP and the memorandum of understanding with U.S.

Communities ("Administration Agreement"). Any Public Agency, as defined in the Administration Agreement. may purchase Products and Services at the prices indicated in the Contractor' s Proposal upon prior registration with U.S. Communities, and in accordance with the terms of the Administration Agreement.

March 18, 2019 to March 17, 2022 with full renewal options per the Request for Proposals. Owner shall exercise renewal options by issuance and delivery to Contractor of a written notice to renew this agreement. Orders executed with public entities in the state of Georgia shall be in compliance with multi -year contract provisions of O.C.G.A. Section 36-60-1 3. The products and services which are subject to this Master Agreement are also covered by the applicable Contractor commercial service or maintenance terms and conditions incorporated as Appendix A. The tenn of the Commercial service or maintenance terms and conditions shall be governed by that applicable order and may extend beyond the expiration date of this Master Agreement. In the event of conflicting language between the Terms and Conditions of the Master Agreement, including the RFP, and the terms and conditions contained in Appendix A, the Master Agreement shall prevail.

Prices for services and equipment, if applicable, as stated in the Contractor's proposal For purchases made by Cobb Count y Govemment, all original invoices shall be submitted directly to the Cobb County Finance Department. Invoices shall bill only for items received during the period covered by the invoice and shall clearly identify such items in accordance with invoicing guidelines in the Sealed Bid Proposal. For purchases made by participating public agencies, the Contractor shall comply with each agency' s invoicing and billing requirements outlined on the applicable order. {SIGNATURES ON NEXT PAGE}
467

•
Page
IN WITNESS, WHEREOF, this Agreement has been executed by Owner and accepted by Contractor to be effective as of the date first above written.

APPROVED

PER MINUTES OF

COBB COUNTY

BOARD OF COMMISSIONERS
a— -;.o��
Cobb County... Expect the Best!
Cobb County Board of Commissioners
100 Cherokee Street
Marietta, GA 30
Michael H. Boyce, Chairman
Cobb County Board of Commissioners
Date
Kronos SaaShr, Inc.
3040 Route 22 West, Suite 200
Brag, ICJ 0887
Auth rized Signature
Title
Date 16-1

FEDERAL TAX ID NUMBER
4S-0' Y
Approved as to form
if
Coun ttomey's Offi
3(4
Date
468

KRONOS TERMS AND CONDITIONS FOR PARTICIPATING PUBLIC AGENCIES ADMINISTERED BY US COMMUNITIES (092018)

KRONOS TERMS
A PARTICIPATING PUBLIC AGENCY ("CUSTOMER"), BY SIGNING AN ORDER FORM OR PURCHASE ORDER WITH KRONOS SAASHR INC., AGREES TO THE APPLICATION OF THESE TERMS AND CONDITIONS FOR ALL PRODUCTS, SERVICES AND OFFERINGS SET FORTH ON SUCH ORDER FORM (OR PURCHASE ORDER) WHICH REFERENCES THESE TERMS AND CONDITIONS.

SECTION A: GENERAL TERMS AND CONDITIONS. This Section apply for all transactions.

SECTION B: KRONOS WORKFORCE READY SAAS TERMS AND CONDITIONS. This Section applies only for Workforce Ready transactions.

SECTION C: PAYROLL PROCESSING SERVICES. This Section applies to the Workforce Payroll Services. 1 469

SECTION A: GENERAL TERMS AND CONDITIONS

1. APPLICATION OF THESE TERMS
These terms and conditions apply to each order accepted by Kronos SaaShr Inc. ("Kronos") from an eligible Participating Public Agency ("Customer") for all Kronos Equipment, Software, Professional and Educational Services, Support and such other Kronos offerings, as specified on an order form (an "Order").

In addition to the terms set forth in this Section A: General Terms and Condition, the following sections apply for the specific offering referenced:
(I) Section B shall apply to the Workforce Ready Saas Orders; and (ii) Section C shall apply to Workforce Payroll Services.

All orders are subject to the approval of Kronos' corporate office in Lowell, Massachusetts. This Agreement and the Order Form shall supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms shall apply to the items ordered.

2. APPLICABLE LAWS
This Agreement shall be governed by the state law in which Customer is based, provided however, if such jurisdiction has adopted the Uniform Computer Information Transactions Act (UCITA), or such other similar law, the parties expressly agree to "opt -out" of and not be governed by UCITA or such other similar law. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.

3. EXPORT
Customer acknowledges that the Equipment and Software may be restricted by the United States Government or by the country in which the Equipment or Software is installed from export to certain countries and certain organizations and individuals, and agrees to comply with such laws.

Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by Customer.

Customer's obligations hereunder shall survive the termination or expiration of the Order Form. Customer must obtain Kronos prior written consent before exporting the Software.

4. CONFIDENTIAL INFORMATION
"Confidential Information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing party; and ii) identified as "confidential" at the time of disclosure, or would be reasonably obvious to the receiving party to constitute confidential information because of legends or other markings, by the circumstances of disclosure or the nature of the information itself.

Additionally, Customer acknowledges and agree that the Software (and Software documentation), and the Specifications shall be deemed to be Kronos' Confidential Information and trade secret. Each party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party's Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other party. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and who are under obligations of non -disclosure agreement at least as stringent as this section 4, or (c) by law (including the applicable public record laws), or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under the Agreement; provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 4, the other party shall have the right to seek injunctive relief from a court of competent jurisdiction. The obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information.

This Agreement imposes no obligation upon either party with respect to the other party's Confidential Information which the receiving party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) is independently developed by the receiving party without use of the disclosing party's confidential information, which can be shown by tangible evidence.

5. TAXES
If Customer presents to Kronos a validly issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shall not be liable for those taxes for which Customer is exempt. Otherwise, Customer agrees to pay all other applicable duties and customs fees relating to this Agreement , as well as all taxes levied or based on the products, services or other charges hereunder, including federal, state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by Kronos, exclusive of taxes based on Kronos net income or business privilege.

6. TRAVEL EXPENSES
Customer agrees to reimburse Kronos for all pre -approved, reasonable and necessary travel incurred by Kronos in the performance of its obligations under this Agreement, in accordance with the Kronos Travel and Expenses Policies as such mutually agreed policies or as mutually agreed between the parties in the statement of work. Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transportation, incurred by Kronos in the performance of its obligations under this Agreement provided such expenses comply with the Agreement. Customer will be billed by Kronos for such travel expenses and payment thereof shall be due net 30.

7. GENERAL
(a) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. (b) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Kronos and any purported assignment, without such consent, shall be void.
(c) Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement (other than a failure to comply with payment obligations) where and to the extent that such failure or delay results from an unforeseeable event beyond a party's reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; 2 470

changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders therefor, or lack of or delay in transportation (each a "Force Majeure Event").
(d) All notices given under this Agreement shall be in writing and sent postage pre -paid, if to Kronos, to the Kronos address on the Order Form, or if to Customer, to the billing address on the Order Form. (e) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. (f) The parties agree that the Order signed by both parties and expressly reference this Agreement, which is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement. (g) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with the applicable Order Fomi, constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement.

This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general product development direction, potential future products and/or product enhancements under consideration, Customer is not entitled to any products or product enhancements other than those contained on the Order Form. Customer has not relied on the availability of any future version of the Software or Equipment identified on an Order Form, nor any other future product in executing this Agreement.
(h) Use, duplication, or disclosure by the United States Govemment is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (c)(1)(2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19, as applicable. Manufacturer/distributor is Kronos SaaShr Inc., 297 Billerica Road, Chelmsford, MA. (i) The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http://www.redhat.com/licenses/j boss eula.html.
(j) Customer may pay an invoice by credit card if the amount is not greater than $50,000.00. (k) Kronos agrees to comply with any applicable federal, state and local laws and regulations. (I) Additionally, Kronos agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful misconduct of its employees.

SECTION B
KRONOS WORKFORCE READY° - SOFTWARE AS A SERVICE TERMS AND CONDITIONS Customer and Kronos agree that the terms and conditions set forth in this Section B shall apply to the Kronos supply of the commercially available version of the Workforce Ready® SaaS Applications in Kronos' hosting environment, the services related thereto, and the sale or rental of Equipment (if any) specified on a Kronos Order Form. The Applications described on the Order Form shall be delivered by means of Customer's permitted access to the Kronos infrastructure hosting such Applications.

1. DEFINITIONS
"Agreement" means these terms and conditions and the Order Form(s). "Application(s)" or "SaaS Application(s)" means those Kronos software application programs set forth on an Order Form which are made accessible for Customer to use under the terms of this Agreement. "Billing Start Date" means the date the billing of the Monthly Service Fees commences as indicated on the applicable Order Form. The Billing Start Date of the Monthly Service Fees for any Services ordered by Customer after the date of this Agreement which are incremental to Customer's then -existing Services shall be the date the applicable Order Form is executed by Kronos and Customer. "Customer Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the Services.
"Documentation" means technical publications published by Kronos relating to the use of the Services. "Educational Content" has the meanings ascribed in Section 7.3. "Equipment" means the Kronos equipment purchased or rented by Customer under this Agreement. "Initial Term" means the initial term of the Services as indicated on the Order Form. "Monthly Service Fee(s)" means the monthly fees described in an Order Form. Monthly Service Fees include fees for usage of the Applications, the Services, and Equipment rental, if any. Billing of the Monthly Service Fee(s) commences on the Billing Start Date. "Order Form" means an order form mutually agreed upon by Kronos and Customer setting forth the items ordered by Customer and to be provided by Kronos and the fees to be paid by Customer. "Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against disclosure under applicable law or regulation.
"Renewal Term" means the renewal term of the Services as indicated on the Order Form. "Services" means (i) accessibility to the commercially available version of the Applications by means of access to the password protected customer area of a Kronos website, and all such services, items and offerings accessed by Customer therein, and (ii) the Equipment rented hereunder, if any.
"Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are incorporated into or otherwise related to the Services. "Term" means the Initial Term and any Renewal Terms thereafter.

2. TERM

2.1 The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until terminated in accordance with the provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew for additional Renewal Terms until terminated in accordance with the provisions hereof.

2.2 Customer may terminate the Services and this Agreement for convenience upon ninety (90) days prior written notice subject to Customer's payment of the Services performed and Equipment delivered prior to the effective date of termination. Kronos may terminate the Services and this Agreement to be effective at the expiration of the then current Term upon no less than sixty (60) days prior written notice.

2.3 Either party may terminate the Services and the Agreement upon a material breach of the Agreement by the other party if such breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend the Services immediately upon notice in the event of any Customer breach of Sections 4 (Rights to Use), 5 (Acceptable Use), or Section B.4 (Confidential Information).

2.4 In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, or files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to provide adequate assurances, in the requesting party's reasonable discretion, within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other party.

2.5 If the Agreement is terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days of such termination, all fees accrued under this Agreement prior to the effective date of such termination, provided however, if Customer terminates for material breach of the Agreement by Kronos, Kronos shall refund Customer any pre -paid fees for services not delivered by Kronos;
(b) Customer's right to access and use the Applications shall be revoked and be of no further force or effect and return rented Equipment as provided in Section 9.1 below;
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(c) No more than fifteen (15) days after termination (or upon Customer's written request at any time during the Term), Kronos will provide to Customer, at no charge to Customer, the Customer Content. After such time period, Kronos shall have no further obligation to store or make available the Customer Content and will securely delete any or all Customer Content without liability; (d) Customer agrees to timely return all Kronos-provided materials related to the Services to Kronos at Customer's expense or, alternatively, destroy such materials and provide Kronos with an officer's certification of the destruction thereof; and (e) All provisions in the Agreement, which by their nature are intended to survive termination, shall so survive.

3. FEES AND PAYMENT

3.1 Customer shall pay Kronos the Setup Fees, the Monthly Service Fees and any additional one time, set-up or recurring fees, all as defined on the Order Form. Billing will commence on the Billing Start Date with the Monthly Service Fees to be billed on the frequency set forth on the Order Form ("Billing Frequency"). Unless otherwise indicated on the Order Form, Kronos will bill Customer for all implementation services in advance.

Purchased Equipment will be billed upon shipment of such Equipment. Customer authorizes Kronos to charge the debit card or credit card on file with Kronos in an amount equal to the Monthly Service Fees as all such fees become due under this Agreement. For all other payments and fees due under this Agreement, payment shall be due 30 days following date of invoice unless otherwise indicated on an Order Form. Except as expressly set forth in the Agreement, all amounts paid to Kronos are non-refundable. Customer is responsible for all applicable taxes relating to the goods and services provided by Kronos hereunder (including without limitation GST and/or VAT if applicable), excluding taxes based on Kronos' income or business privilege.

3.2 The Setup Fees shall be invoiced upon execution of the Agreement and shall be due net 30 days following date of invoice. Customer acknowledges that setup fees may be charged to Customer by third parties for Add-on Features. Third party setup and monthly fees shall be set forth on an Order Form . Monthly Service fees shall be based on monthly periods that begin on the Billing Start Date. Monthly Service Fees shall include fees for Equipment rental, if any. Monthly Service Fees for Services added on or before the 15th day of a given month will be charged for that full monthly period and each monthly period of the Term thereafter; Monthly Service Fees for Services added after the 15th day of a given month will begin to accrue as of the 1st day of the following month and will be charged for each monthly period of the Term thereafter. Monthly Service Fees shall be invoiced promptly following the end of the calendar month in which the Monthly Service Fees were accrued. Kronos will monitor Customer's "Usage" of the Services (as defined below) in order to calculate the Usage portion of the Monthly Service Fees to be charged. Usage of the Services, depending on applicable features, components, or services, shall be priced as identified on the Order Form either on a: (a) per month basis; (b) per active employee (herein "Active Employee") per month usage basis; (c) per transaction basis (e.g.: pay statement); or, (d) per access point. For purposes of the Agreement, an employee shall be deemed an Active Employee during any applicable billing period if through the Services: (i) time has been entered for such employee; (ii) records have been included for such employee for the purpose of processing payroll; (iii) records have been included for such employee within an import/export process; (iv) such employee has accessed the Services, regardless of the purpose; (v) benefit time has been accrued for such employee; or (vi) such employee has been marked by Customer as having an "Active" status during the period.

3.3 Customer agrees that except in those circumstances in which Customer is entitled to invoke the termination for cause provision set forth in Section 2.3 above, in consideration of Kronos' delivery of the Services on a variable fee basis, Customer agrees to pay Kronos each month during the Term in which charges accrue no less than the minimum monthly fees ("Minimum Monthly Fees") which shall be calculated by Kronos based the amounts identified on all Order Forms for Customer's Usage of the Services, plus Equipment rental fees, if any. In the event that Customer does not reach the anticipated Usage upon which the Minimum Monthly Fees was based for any given month during the Term, Customer shall remain responsible for paying the Minimum Monthly Fees for that month. If an Order Form or the Agreement is suspended by Kronos for non- payment or otherwise terminated by Kronos for cause, Customer shall remain liable to pay the applicable Minimum Monthly Fees up to and including the last day of the month in which the effective date of termination occurs.

3.4 If any amount owing under this or any other agreement between the parties is thirty (30) or more days overdue, Kronos may, without limiting Kronos' rights or remedies, suspend Services until such amounts are paid in full. Kronos will provide at least seven (7) days' prior written notice that Customer's account is overdue before suspending Services.

3.5 At the latest of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, and at each annual anniversary of that date thereafter, Kronos may increase the Monthly Service Fee rates in an amount not to exceed four percent (4%). The increased Monthly Service Fees will be reflected in the monthly invoice following the effective date of such increase without additional notice.

4. RIGHTS TO USE

4.1 Subject to the terms and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exclusive, non -transferable, non -assignable right to use during the Term and for internal business purposes only: a) the Applications and related services, including the Documentation and training materials; and, b) any embedded third party software, libraries, or other components, which form a part of the Services.

The Services contain proprietary trade secret technology of Kronos and its Suppliers. Unauthorized use and/or copying of such technology are prohibited by law, including United States and foreign copyright law. Customer shall not reverse compile, disassemble or otherwise convert the Applications or other software comprising the Services into uncompiled or unassembled code. Customer acknowledges and agrees that the right to use the Services is limited based upon authorized Usage and the amount of the Monthly Service Fees to be paid by Customer. Customer agrees to use only the modules and/or features described on the Order Form. Customer agrees not to use any other modules or features unless Customer has licensed such additional modules or features. Customer may not relicense or sublicense the Services, or otherwise permit use of the Services (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Services without the express prior written consent of Kronos. No license, right, or interest in any Kronos trademark, trade name, or service mark, or those of Kronos' licensors or Suppliers, is granted hereunder. When using and applying the information generated by the Services, Customer is responsible for ensuring that Customer complies with applicable laws and regulations.

4.2 Customer may authorize its third party contractors and consultants to access the Services through Customer's administrative access privileges on an as needed basis, provided Customer: a) abides by its obligations to protect Confidential Information as set forth in this Agreement; b) remains responsible for all such third party usage and compliance with the Agreement; and c) does not provide such access to a competitor of Kronos who provides workforce management services.

4.3 Customer acknowledges and agrees that, as between Customer and Kronos, Kronos retains ownership of all right, title and interest to the Services, all of which are protected by copyright and other intellectual property rights, and that, other than the express rights granted herein and under any other agreement in writing with Customer, Customer shall not obtain or claim any rights in or ownership interest to the Services or any 5 473

associated intellectual property rights in any of the foregoing. Customer agrees to comply with all copyright and other intellectual property rights notices contained on or in any information obtained or accessed by Customer through the Services.

4.4 Kronos will make updates and upgrades to the Services (tools, utilities, improvements, third party applications, general enhancements) available to Customer at no charge as they are released generally to its customers as part of the Services. Customer agrees to receive those updates automatically as part of the Services. Kronos also may offer new products and/or services to Customer at an additional charge. Customer shall have the option of purchasing such new products and/or services under a separate Order Form.

4.5 Kronos reserves the right to change the Services, in whole or in part, including but not limited to, the Internet based services, technical support options, and other Services -related policies. Customer's continued use of the Services after Kronos posts or otherwise notifies Customer of any changes indicates Customer's agreement to those changes.

5. ACCEPTABLE USE

5.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Agreement.

5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in connection with the Services. Customer represents and warrants to Kronos that the Customer Content: (a) does not infringe or violate any third -party right, including but not limited to intellectual property, privacy, or publicity rights, (b) is not abusive, profane, or offensive to a reasonable person, or, (c) is not hateful or threatening.

5.3 Customer will not (a) use, or allow the use of, the Services in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (b) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage, delete, retrieve or record information about the Services or its users; (c) excessively overload the Kronos systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (f) otherwise act in a fraudulent, malicious or negligent manner when using the Services.

6. CONNECTIVITY AND ACCESS
Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (including any and all related hardware, software, third party services and related equipment and components); and (b) provide Kronos and Kronos' representatives with such physical or remote access to Customer's computer and network environment as Kronos deems reasonably necessary in order for Kronos to perform its obligations under the Agreement. Customer will make all necessary arrangements as may be required to provide access to Customer's computer and network environment if necessary for Kronos to perform its obligations under the Agreement. Kronos is hereby (i) granted access to such Customer data to perform its obligations under the Agreement and (ii) authorized to audit the number of Active Employee counts or other transactions that have occurred to measure Usage.

7. IMPLEMENTATION AND SUPPORT

7.1 Implementation. Kronos will configure the Services utilizing scheduled remote resources. Software module configuration will be based on information and work flows obtained from Customer during the discovery portion of the implementation. Customer shall provide Kronos with necessary configuration -related information in a timely manner to ensure that mutually agreed implementation schedules are met. Kronos and Customer's implementation responsibilities are described more specifically in the Services Implementation Guideline set forth at:
http://www . kronos.com/products/workforce-ready/implementation-guidlines.aspx

7.2 Standard Support. Kronos will provide telephone support 8:00 a.m. to 5:00 p.m., local time, Monday — Friday. Customers also shall be provided the capability to log questions online via the Kronos Customer Portal.

7.3 Equipment Support. If Equipment is rented in accordance with Section 9.1 below or if Equipment Support Services are purchased for Equipment purchased in accordance with Section 9.2 below, Kronos will provide the following Depot Exchange Support Services to Customer:
(a) Upon the failure of installed Equipment, Customer shall notify Kronos of such failure and Kronos will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by Kronos to be Equipment related shall be dispatched to a Kronos Depot Repair Center, and Customer will be provided with a Return Material Authorization Number (RMA) for the failed Equipment if Customer is to return the failed Equipment to Kronos, as reasonably determined by Kronos. Customer must return the failed Equipment with the supplied RMA number. Hours of operation, locations and other information related to Kronos' Depot Repair Centers are available upon request and are subject to change. Return and repair procedures for failed Equipment shall be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Customer on the applicable Order Form and as specified herein and in Kronos' then -current Support Services Policies.
(b) Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange" basis, utilizing a carrier of Kronos' choice. Replacement Equipment will be shipped the same day, for delivery to Customer's location as further described in the Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Customer shall specify the address to which the Equipment is to be shipped. All shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as the recipient. Customer, upon receipt of the replacement Equipment from Kronos, shall package the defective Equipment in the materials provided by Kronos, with the RMA supplied and promptly return failed Equipment directly to Kronos. (c) Equipment support also includes Customer access to Equipment service packs via the Kronos Customer Portal.

7.4 Educational Materials and Content. Customer will have access to certain educational materials and content (the "Educational Content") within the Services. Customer recognizes and agrees that the Educational Content is copyrighted by Kronos. Customer is permitted to make copies of the Educational Content provided in *pdf form solely for Customer's internal training purposes and may not disclose such Educational Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the Educational Content without the written consent of Kronos, provided that Customer may download and modify contents of Training Kits solely for Customer's internal use

8. Customer content
Customer shall own all Customer Content. Kronos acknowledges that all of the Customer Content is deemed to be the Confidential Information of Customer. Notwithstanding the foregoing, Customer grants Kronos permission to combine Customer's business data with that of other customers in a manner that does not identify the Customer or any individual in order to evaluate and improve the services Kronos offers to customers. In addition, Kronos may, but shall have no obligation to, monitor Customer Content from time to time to ensure compliance with the Agreement and applicable law.

9. EQUIPMENT
If Customer purchases or rents Equipment from Kronos, a description of such Equipment (model and quantity), the applicable pricing, and delivery terms shall be listed on the Order Form.

9.1 Rented Equipment. The following terms apply only to Equipment Customer rents from Kronos:
a) Rental Term and Warranty Period. The term of the Equipment rental and the "Warranty Period" for such Equipment shall run coterminously with the Term of the other Services provided under the Agreement. b) Insurance. Customer shall insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by fire, theft, and all normal extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Customer shall relieve Customer from Customer's obligations under the Agreement. c) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation without Kronos' prior written consent. Kronos shall have the right to enter Customer's premises to inspect the Equipment during normal business hours. Kronos reserves the right, at its sole discretion and at no additional cost to Customer, to replace any Equipment with newer or alternative technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced.
d) Ownership. All Equipment shall remain the property of Kronos. All Equipment is, and at all times shall remain, separate items of personal property, notwithstanding such Equipment's attachment to other equipment or real property. Customer shall not sell or otherwise encumber the Equipment. Customer shall furnish any assurances, written or otherwise, reasonably requested by Kronos to give full effect to the intent of terms of this paragraph (d).
e) Equipment Support. Kronos shall provide to Customer the Equipment support services described in Section 7. f) Return of Equipment. Upon termination of the Agreement or the applicable Order Form, Customer shall return, within thirty (30) days of the effective date of termination and at Customer's expense, the Equipment subject to this Section 9.1. Equipment will be returned to Kronos in the same condition as and when received, reasonable wear and tear excepted. If Customer fails to return Equipment within this time period, upon receiving an invoice from Kronos, Customer shall pay Kronos the then list price of the unreturned Equipment.

9.2 Purchased Equipment. The following terms apply only to Equipment Customer purchases from Kronos:
a) Ownership and Warranty Period. Title to the Equipment shall pass to Customer upon delivery to the carrier. The "Warranty Period" for the Equipment shall be for a period of ninety (90) days from such delivery (unless otherwise required by law). b) Equipment Support. Kronos shall provide to Customer the Equipment support services described in this Agreement if purchased separately by Customer as indicated on the applicable Order Form. If purchased, Equipment support services have a term of one (1) year commencing upon expiration of the Warranty Period. Equipment support services will be automatically extended for additional one year terms on the anniversary of its commencement date ("Renewal Date"), unless either party has given the other thirty (30) days written notification of its intent not to renew. Kronos may change the annual support charges for Equipment support services effective at the end of the initial one (1) year term or effective on the Renewal Date, by giving Customer at least thirty (30) days prior written notification.

10. SERVICE LEVEL AGREEMENT
Kronos shall: (a) provide basic support for the Services at no additional charge, (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (when it shall give at least 8 hours notice via the Services and shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, Eastern Time), or (ii) any unavailability caused by circumstances beyond Kronos' reasonable control, including without limitation, acts of nature, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Kronos employees), internet service provider failures or delays, or denial of service attacks, and (iii) provide Services in accordance with applicable laws and government regulations.

11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY

11.1 Kronos represents and warrants to Customer that the Services, under normal operation as specified in the Documentation and when used as authorized herein, will perform substantially in accordance with such Documentation during the Term.

11.2 Kronos' sole obligation and Customer's sole and exclusive remedy for any breach of the foregoing warranty is limited to Kronos' reasonable commercial efforts to correct the non -conforming Services at no additional charge to Customer. In the event that Kronos is unable to correct material deficiencies in the Services arising during the Warranty Period, after using Kronos' commercially reasonable efforts to do so, Customer shall be entitled to terminate the then remaining Term of the Agreement as Customer's sole and exclusive remedy. Kronos' obligations hereunder for breach of warranty are conditioned upon Customer notifying Kronos of the material breach in writing, and providing Kronos with sufficient evidence of such non -conformity to enable Kronos to reproduce or verify the same.

11.3 Kronos warrants to Customer that each item of Equipment shall be free from defects in materials and workmanship during the Warranty Period.

In the event of a breach of this warranty, Customer's sole and exclusive remedy shall be Kronos' repair or replacement of the deficient Equipment, at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the Documentation for such Equipment.

This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) in the event of:
a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including without limitation modification or replacement of any Kronos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use;
b) failure of Customer to provide and maintain a suitable installation environment, as specified in the published specifications for such Equipment; or
c) malfunctions resulting from the use of badges or supplies not approved by Kronos. 7 475

Except as provided for in this Section 11, Kronos hereby disclaims all warranties, conditions, guaranties and representations relating to the Services, express or implied, oral or in writing, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title and non -infringement, and whether or not arising through a course of dealing. The Services are not guaranteed to be error -free or uninterrupted. Except as specifically provided in this Agreement, Kronos makes no warranties or representations concerning the compatibility of the Services, the SaaS Applications or the equipment nor any results to be achieved therefrom.

12.0 DATA SECURITY

12.1 As part of the Services, Kronos shall provide administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer data. Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security -related safeguard as just one tool to be used as part of Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection statutes, rules, or regulations governing the respective activities of the parties under the Agreement.

12.2 As between Customer and Kronos, all Personally Identifiable Data is Customer's Confidential Information and will remain the property of Customer. Customer represents that to the best of Customer's knowledge such Personally Identifiable Data supplied to Kronos is accurate.

Customer hereby consents to the use, processing or disclosure of Personally Identifiable Data by Kronos and Kronos' Suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary for Kronos to carry out Kronos' duties and responsibilities under the Agreement or as required by law.

12.3 Prior to initiation of the Services under the Agreement and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Customer's industry and which could be imposed on Kronos as a result of provision of the Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable Data by Kronos or Kronos' Supplier's data center is permitted under applicable data protection laws and regulations; and, (b) Customer will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations.

13. INDEMNIFICATION

13.1 Kronos shall defend Customer and its respective directors, officers, and employees (collectively, the "Customer Indemnified Parties"), from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a "Claim") alleging that the permitted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent and will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs or expenses (including without limitation reasonable attorneys' fees) actually awarded to a third party as a result of such Claim by a court of applicable jurisdiction or as a result of Kronos' settlement of such a Claim. In the event that a final injunction is obtained against Customer's use of the Services by reason of infringement or misappropriation of such copyright or patent, or if in Kronos' opinion, the Services are likely to become the subject of a successful claim of such infringement or misappropriation, Kronos, at Kronos' option and expense, will use commercially reasonable efforts to (a) procure for Customer the right to continue using the Services as provided in the Agreement, (b) replace or modify the Services so that the Services become non -infringing but remain substantively similar to the affected Services, and if neither (a) or (b) is commercially feasible, to (c) terminate the Agreement and the rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the infringing elements of the Services covering the period of their unavailability.

13.2 Kronos shall have no liability to indemnify or defend Customer to the extent the alleged infringement is based on: (a) a modification of the Services by anyone other than Kronos; (b) use of the Services other than in accordance with the Documentation for such Service or as authorized by the Agreement; (c) use of the Services in conjunction with any data, equipment, service or software not provided by Kronos, where the Services would not otherwise itself be infringing or the subject of the claim; or (d) use of the Services by Customer other than in accordance with the terms of the Agreement. Notwithstanding the foregoing, with regard to infringement claims based upon software created or provided by a licensor to Kronos or Suppliers, Kronos' maximum liability will be to assign to Customer Kronos' or Supplier's recovery rights with respect to such infringement claims, provided that Kronos or Kronos' Supplier shall use commercially reasonable efforts at Customer's cost to assist Customer in seeking such recovery from such licensor.

13.3 Customer shall be responsible and liable for all damages and cost of Kronos, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the "Kronos Indemnified Parties") from and against any and all Claims alleging that: (a) employment -related claims arising out of Customer's configuration of the Services; (b) Customer's modification or combination of the Services with other services, software or equipment not furnished by Kronos, provided that such Customer modification or combination is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party, or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person's right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person.

Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise.

13.4 The Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing such notice, the purported indemnifying party shall be relieved from providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying party shall not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other party. The Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the indemnifying party in the defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the indemnifying party's rights above.

14. LIMITATION OF LIABILITY

14.1 Except as specifically provided in this Agreement, Kronos and its Suppliers will not be liable for any damages or injuries caused by the use of the Services or by any errors, delays, interruptions in transmission, or failures of the Services.

14.2 except for Kronos' indemnification obligations set forth in Section 13 above, the total aggregate liability of Kronos or Kronos' Suppliers to Customer and/or any third party in connection with the Agreement shall be limited to direct damages proven by Customer, such direct damages not to exceed an amount equal to the total net payments received by Kronos for the services in the Twelve (12) month period immediately preceding the date in which such claim arises.

14.3 Except for Kronos' indemnification obligations set forth in Section 13 above, in no event shall Kronos or Kronos' Suppliers, their respective affiliates, service providers, or agents be liable to Customer or any third party for any incidental, special, punitive, consequential or other indirect damages or for any lost or imputed profits or revenues, lost data or cost of procurement of substitute services resulting from delays, nondeliveries, 8 476

misdeliveries or services interruption, however caused, arising from or related to the Services or the Agreement, regardless of the legal theory under which such liability is asserted, whether breach of warranty, indemnification, negligence, strict liability or otherwise, and whether liability is asserted in contract, tort or otherwise, and regardless of whether Kronos or Supplier has been advised of the possibility of any such liability, loss or damage.

14.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS

DISCLAIMS ANY AND ALL LIABILITY, INCLUDING WITHOUT LIMITATION LIABILITY RELATED TO A BREACH OF DATA SECURITY AND

CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING WITHOUT

LIMITATION VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SAAS APPLICATIONS OR SYSTEMS, OR MACHINE ERROR.

SECTION C

PAYROLL PROCESSING TERMS AND CONDITIONS
This Payroll Processing terms and condition Section C, and all included exhibits, schedules, attachments or other addenda (the "Section C") is made part of the Kronos Workforce Ready Software -as -a -Service WFR Terms outlined in Section A and B (the "WFR Terms") and governs the provision of the Workforce Payroll Services (the "Payroll Services") Kronos to Customer.

In rendering the Payroll Services, Kronos will use the Workforce Ready software -as -a -service platform (the "WFR Platform"). Attachment 1 sets forth the applicable entities, including Customer itself (collectively the "Covered Entities"), along with each of their EINs and other information, if these Covered Entities are receiving Payroll Services from Kronos. Customer is responsible for ensuring that all Covered Entities are bound by and comply with this Section C. Covered Entities may be added or removed from Attachment 1, by Customer completing and signing the appropriate change form provided by Kronos. Capitalized terms not defined within this Section C are defined in the WFR Terms.

GENERAL TERMS AND CONDITIONS
Article 1. Payroll Services

1.1 Subject to all of the terms and conditions of the WFR Terms and this Section C, Kronos shall provide Customer with the Payroll Services during the Term to the extent set forth on an Order Form. The Payroll Services are provided only in the United States (which includes Puerto Rico, U.S. Virgin Islands, Guam and Marianna) and shall only be provided with respect to Customer's payroll obligations for United States - based employees of Customer and those Covered Entities included in Attachment 1. The following provisions shall apply to the extent the Payroll Service listed below is selected by Customer as indicated in writing on the Order Form or as part of the Kronos Payroll Services (KPS) Services Election Form to be completed by the parties during implementation:

1.1.1 Payroll, Tax and Treasury Payroll Services.
a. Customer agrees that the PayrollServices shall be provided in accordance with the pricing set forth on the Order Form and the responsibilities of Customer and Kronos SaaShr set forth throughout this Agreement. Kronos SaaShr's standard descriptions for certain miscellaneous services, such as W2/1099 filing fees, fees for tax accounts with an "applied for" status, ACH returns, off -cycle payrolls, split wrap (delivery of checks to multiple locations, and preparing/filing of amended returns, is described in the Payroll Services Additional Items attached as Attachment 2 ("Payroll Services Additional Items") and the responsibilities of Customer and Kronos set forth throughout this Section C. b. Customer will submit the payroll information to Kronos in the format and including the information specified by Kronos from time to time not less than two (2) Business Days prior to Customer's scheduled check date. "Business Day" means any day of the year other than (a) a Saturday, Sunday or (b) on day on which banking institutions in any jurisdiction of the banking institution of any applicable Client Entity are closed or (c) a statutory or civic holiday in the United States. Without limitation, Kronos is not responsible for Customer errors, wage and hour violations, wage assignment errors, employment discrimination, or other employment policies that may violate any applicable laws, codes, legislative acts, regulations, ordinances, rules, rules of court, orders or similar, as well as any National Automated Clearing House Association ("NACHA") operating rules ("Applicable Law(s)". The deadline for Customer's submission of payroll is determined by the time zone in which the processing occurs, as follows.

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On the date Customer's payroll is scheduled to be submitted, if Customer payroll processing emanates from the Eastern or Central Time Zone, then the deadline for submission is 12:00 p.m.

Eastern Time; if Client payroll processing emanates from the Mountain or Pacific Time Zone, then the deadline for submission is 1:30 p.m. Eastern Time on the scheduled processing date.

If Customer's payroll is submitted timely, Kronos will initiate a Draw Down Wire not later than 2:30 p.m. Eastern Time, to be settled not later than 4:30 p.m. Eastern Time on the date the payroll is finalized. Late submission by Customer may result in delayed processing of banking and other transaction or additional fees may be imposed, including, without limitation, by the applicable financial institutions and/or as set forth in the Payroll Services Pricing Exhibit.

Customer shall be responsible and liable for any claims, losses or any other liabilities arising from or relating to Customer's late submission of transactions. If Customer has elected for Kronos to provide direct deposit/ACH Payroll Services (if available), Kronos will provide on behalf of Customer electronic money movement and related banking services via its ACH credit facilities at one or more financial institutions in support of the direct deposit of funds into Customer's employee and third -party vendor accounts. Customer agrees to be bound by the then -current NACHA operating rules. "ACH" means the network used for electronic payments and money transfers, Automated Clearing House.
c. Customer authorizes Kronos to prepare and file payroll tax returns and cause the issuance of payments on related tax obligations for Covered Entities and tax jurisdictions. Customer authorizes Kronos via draw down wire transfer to: (a) debit Customer's or as applicable a Client Entity's demand deposit account or accounts at an applicable financial institution to be used in connection with the Payroll Services (the "Customer Account") for all payroll tax obligations and credit a like amount to an account designated by Kronos, which may be held in trust by a third party trustee (the "Payroll Services Accounts") not less than two (2) Business Days prior to Customer's scheduled check date of the applicable payroll under this Section C, which funds shall be held in such Payroll Services Accounts until such time as such funds are due to the appropriate taxing authorities; (b) remit such funds by electronic funds transfer ("EFT") or via check to the appropriate taxing authority; and (c) prepare, sign, and file with the appropriate taxing authorities all returns for such taxes on an ongoing basis. d. Kronos shall not be responsible for the payment of any Customer taxes or the filing of any Customer tax returns prior to the check date of the payroll under this Section C, nor is Kronos responsible in relation to any taxes which Kronos did not collect from Customer (including without limitation, failure to collect due to non -sufficient funds or other funding issues ("NSF")).

Customer should confirm the appropriate federal tax deposits are being paid on behalf of the applicable Client Entity by enrolling in the Electronic Federal Tax Payment System (please visit:
htt Ds:// www.eft Ds.gov/eft Ds).
e. Customer shall maintain and provide Kronos accurate tax identification numbers, filing frequencies, filing jurisdictions, tax rates, tax types, and employee tax forms to enable Kronos to properly complete all applicable tax returns and payments. If, as an accommodation to Customer and without implying any obligation, Kronos files a tax return containing "Applied For" status, then Customer agrees and acknowledges that it releases Kronos from any and all liability that may arise in connection with such accommodation (including without limitation, penalties and interest).

1.1.2 Additional Payroll Services.
a. Check Printing and Fulfillment Services. - means the printing of employee payroll checks, direct deposit advices and third party checks drawn on Customer's bank account, to distribute same

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to locations/destinations via FedEx or UPS either Next Day Air or Ground, all as directed by Customer. For delivery purposes, Customer shall obtain and provide either a FedEx or UPS account number for use by Kronos for shipping of documents and/or checks. b. ACH Child Support Processing - means the impoundment and remittance of funds for third party payments via ACH for child support payments to the applicable state child support agencies.
c. W2 Filing - means the electronic filing of employee W2 forms with all applicable Federal and State tax jurisdictions. Specific timelines are established for Customer to promptly complete its year end requirements in order for Kronos to fulfill its obligations in a timely manner. This service includes filing of employee W2 information with the SSA, as well as all 50 State and local tax agencies, excluding Puerto Rico, U.S. Virgin Islands, Guam and Marianna. d. 1099 Filing- means the electronic filing of contractor forms with the IRS only. Specific timelines are established for Customer to complete its year end requirements in order for APS to timely fulfill its obligations.

1.1.3 Workforce Ready Platform. Customer acknowledges and agrees that the Payroll Services may only be used in conjunction with the WFR Platform or any other product expressly authorized by Kronos, and hereby authorizes and directs Kronos to interface the WFR Platform with such product for the purpose of providing the Payroll Services. Furthermore, Customer hereby grants Kronos consent to administrative access rights to the WFR Platform for the purpose of fulfilling Kronos' obligations under this Section C.

Article 2. Fees; Billing
Payroll Services shall be considered part of the Services for purposes of Fees and Billing under the WFR Terms. Kronos will invoice the Fees for a particular item or Payroll Service on the Billing Frequency and in accordance with the payment terms and processes indicated on the applicable Order Form and in the WFR Terms and this Section C. Customer agrees payment for the Fees will be made by direct debit facility to be established by Kronos, and that Customer will complete all necessary and reasonable forms and documents to establish such direct debit payments. Should Customer cancel direct debit payments during the Term, Kronos reserves the right to suspend the Payroll Services without notice and to terminate the WFR Terms if not reinstated within ten (10) business days of Kronos' written notice to Customer. The Fees set forth in Attachment 2 are subject to change after the Initial Term (as defined in the WFR Terms) upon thirty (30) days written notice from Kronos to Customer.

Article 3. Customer Content

3.1.1 Kronos will not be responsible for storing copies of Customer Content when Kronos no longer requires such information to provide Payroll Services to Customer, and Customer shall be responsible for retaining its own tax and payroll records according to the schedules established by governmental authorities for Customer. Customer will reimburse Kronos for the costs of producing any information in Kronos' possession or control relating to Customer's business or employees that Kronos produces in response to a Customer request or court order. Unless otherwise required by Applicable Law, upon termination of this Section C, Kronos may dispose of Customer Content in accordance with Kronos' data retention policy in effect from time to time. In the case of termination of one but not all Payroll Services, Kronos may dispose of Customer Content not related to the remaining Payroll Services, unless otherwise required by Applicable Law, in accordance with Kronos' data retention policy in effect from time to time.

3.1.2 Notwithstanding anything to the contrary in this Section C, each party's use and disclosure of tax

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return information pursuant to or in connection with this Section C shall be conducted in compliance with and subject to the limitations of Section 7216 of the Internal Revenue Code of 1986, as amended.

Article 4. Customer Covenants

4.1 Customer shall, and shall cause any Covered Entities to, accurately and timely complete all forms and documents requested by Kronos from time to time in order for Kronos to provide the applicable Payroll Services, including, without limitation, all necessary credential and related action required by Kronos to integrate Payroll Services with the WFR Platform as described in Section 1.1.3. Payroll Services will not commence until Customer (or the applicable Client Entity) provides to Kronos all of the forms and documents requested by Kronos, and any agreed timelines shall be automatically adjusted accordingly with no liability to Kronos attributable to any failure or delay by Customer with respect to the foregoing.

In addition to forms and documents requested at the commencement of Payroll Services, Customer shall, and shall cause any Client Entity to, timely provide to Kronos other forms and documents requested by Kronos necessary to deliver the Payroll Services during the Term.

4.2 To the extent required in connection with any Payroll Services, Customer hereby appoints Kronos as its attorney -in -fact with authority to receive, sign and file state and local tax returns and to cause the issuance of payments in connection therewith. Kronos shall also be authorized as Customer's designee to receive correspondence and transcripts with respect to federal, state or local tax returns designated by Customer. Customer shall cooperate in executing and filing any and all forms or other documents required by a taxing authority to appoint Kronos as its reporting agent, or otherwise to make effective the appointments and designations described in the preceding two sentences, including but not limited to IRS Form 8655. Such appointment and authorization shall commence as of the Effective Date and remain in effect through subsequent tax periods until the earlier of the termination date of this Section C and the date Kronos is notified by Customer of revocation of the authorization, and Customer shall cooperate in executing and filing any and all forms and documents required by any taxing authority to do so. Customer hereby revokes all earlier powers of attorney and tax authorizations on file with the respective taxing authorities with respect to the same tax matters and tax period covered by this Section C and shall execute and file all documents necessary to effectuate such revocation. Kronos reserves the right to remove itself as attorney -in -fact or reporting agent in its sole discretion, upon at least ten (10) Business Days' written notice to Customer. An authorization does not relieve the Customer of responsibility (or from liability for failing) to ensure that all tax returns are filed timely and that all FTDs and FTPs are made timely.

4.3 Customer shall at all times maintain balances sufficient to fund its payroll and related obligations two (2) Business Days prior to the applicable check date. Customer acknowledges that if Customer fails to properly fund the Customer Account or otherwise prevents the timely receipt of funds, then Customer's payroll and related services will be delayed and/or suspended at Kronos' sole discretion and Kronos may immediately terminate this Section C upon notice to Customer.

4.4 Banking and Funding Covenants

4.4.1 Funding Payroll Obligations via Draw Down Wire Except as noted below, all monies caused to be transferred by Kronos on behalf of Customer will be funded via a draw down wire ("Draw Down Wire") initiated by Kronos to Customer's account in accordance with this Section 4.4.1. Customer agrees to execute with its financial institution any WFR Terms necessary to allow Kronos to cause the initiation of Draw Down Wires to Customer's bank account in accordance with the operating rules governing such transactions. Customer acknowledges that if Customer fails to properly fund its account or otherwise prevents the successful completion of a Draw Down Wire, then Customer's payroll and related services

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will be delayed or suspended. Customer shall be solely responsible and liable for properly funding its account and ensuring Kronos can effect a Draw Down Wire. For quarter end and year end reconciliation purposes only, Kronos will utilize standard ACH services to reconcile Customer tax remittances and liability variances. Kronos shall use commercially reasonable efforts to notify Customer not less than five (5) Business Days prior to Kronos causing a debit of the Customer's bank account for the amount required to satisfy such variances.

4.4.2 Funding Payroll Obligations via Direct Wire In the sole discretion and upon the written authorization of Kronos, a direct wire (Customer initiates Customer's own wire transfer to a Payroll Services Account) may be utilized as an exception. Exceptions may arise for various reasons, including (a) due to funds not being available in the Customer Account at the time that Draw Down Wires are initiated, or (b) proper authorization was not granted to Kronos to cause the collection of funds via the Draw Down Wire. Any exception processing, by its very nature, runs the risk of delayed funding to third parties such as employees, tax agencies, and child support or garnishment recipients. Penalties, interest and other charges related to Customer's failure in meeting timelines, sufficient debit limit authorization or funding adequacy will be the liability of the Customer, and except to the extent arising from Kronos' gross negligence or willful misconduct, Customer is responsible for any claim made in relation with exception processing.

4.4.3 Payment Scheduling Collection for payroll direct deposits, vendor or garnishment payments, and payroll tax liabilities will be made as needed, based on the Payroll Services elected, and will depend on the payroll schedules that Customer utilizes to pay its employees and/or contractors. The draft for the collection will be via the Draw Down Wire request mechanism. Payments made to employees on Customer's behalf are dependent on the check date associated with those payments. Payments made to agencies and garnishment recipients are based on payroll check date(s). These payments are disbursed to the receiving parties utilizing the ACH network (where possible) in compliance with the NACHA guidelines and regulations or by check drawn on Customer's account. All payments made on Customer's behalf via ACH money movement will be caused to be released by Kronos only after Kronos receives confirmation of collection of amounts drafted from Customer's account. Therefore, even if amounts are due, Kronos will not cause the release of the ACH payments unless confirmation of receipt of funds has been received by Kronos.

4.4.4 Collection Account Testing. Customer hereby authorized Kronos to perform collection account testing as described in this Section 4.4.4. The Customer's collection account(s) used for funding and the drafting process is required to be thoroughly tested to avoid funding failures. Any such failure may result in agency penalties, delayed employee direct deposit payments, etc. This funding account test will ensure the originating bank identifiers for the applicable Payroll Services Accounts have successfully been added to Customer's debit filters. To test the collection account(s), Kronos will cause the initiation of a test Draw Down Wire transactions in the amount of $1.00 each. The transactions will be initiated from every unique Payroll Services Account provided to Customer during implementation. Testing of the funding account(s) shall occur two (2) to four (4) weeks prior to the first payroll check date to insure a successful processing of the first payroll. Customer must notify Kronos in writing not less than two (2) weeks prior to the effective date of a change in Customer bank account(s), which shall be tested as described in this Section

4.4.4. 4.4.5 Customer agrees to: (a) complete and execute any necessary forms with Customer's Receiving Depository Financial Institution ("RDFI") providing authorization that will require Customer's RDFI to honor all Draw Down Wire drawdown requests and standard ACH transfers received from Kronos and/or

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its agent, (b) promptly notify Kronos of any discrepancies between drawdown amounts and the amounts expected by Customer; and (3) notify Kronos immediately if any circumstances arise that could impact the collection of sufficient funds from Customer's account.

4.5 The ACH Reversal function allows Customer to submit a request to cancel a previously submitted ACH transaction. This function is utilized primarily to reverse direct deposits from employee accounts where the original direct deposits were in error. Kronos' and/or the applicable financial institution's then - standard fees for ACH reversals will apply. Customer may initiate an ACH reversal request by submitting a voiding transaction in the WFR Platform. Once the ACH reversal request is submitted to the financial institution, a credit is generated to the Customer Account and a request to debit the funds is sent to the employee's bank account. If the debit request for the ACH reversal to the employee's account is denied (for example, due to NSF), Kronos will debit the total amount of the NSF and any banking fees/charges associated with the NSF from Customer's authorized funding account. Kronos will not reattempt collection of any NSF's from employee accounts. Customer shall be solely responsible for obtaining reimbursement from its employees for the NSF amounts and any related fees/charges, whether the employees are active or terminated.

4.6 If Customer defaults under this Section C, including, without limitation, by Customer's failure to have in the Customer Account sufficient, readily available funds to cover the payroll, payroll tax, and other disbursements, or if a financial institution rescinds a Customer credit to one or more Payroll Services Accounts, then Kronos may, in its sole discretion: (a) terminate this Section C with written notice, and/or (b) exercise any and all reasonable actions necessary and appropriate to limit the loss to, or liability of, Kronos or its Affiliates. "Affiliate" means any entity that, directly or indirectly, controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where "Control" (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, voting trust or otherwise.

4.7 Customer shall promptly review all reports and documents provided or made accessible by Kronos or through the Payroll Services and shall inform Kronos of any inaccuracies not later than three (3) Business Days after receipt or notification of availability.

4.8 Customer is responsible for ensuring that the use of the Payroll Services to effect payments to or for its authorized users does not contravene any Applicable Law, including, without limitation, the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any and all anti -money laundering laws and regulations now existing or promulgated after the date of this Section C. Any use of the Payroll Services in contravention of the foregoing sentence will be a material breach of this Section C by Customer.

4.9 Credentialing. Customer understands and acknowledges that the implementation and ongoing provision of Payroll Services are conditioned upon Customer and each Client Entity passing (and continuing to pass) a credentialing process that Kronos may deem necessary in connection with the provision of Payroll Services. Kronos shall have the right to (i) refuse to provide the Payroll Services for Customer with respect to any Client Entity that does not pass Kronos' initial credentialing process (ii) terminate the Payroll Services for Customer with respect to any Client Entity that does not continue to pass Kronos' ongoing credentialing process and (iii) terminate this Section C, and the WFR Terms, if Customer does not continue to pass Kronos' ongoing credentialing process. Customer shall be solely responsible for complying with all Applicable Laws, including, without limitation, ensuring the Covered Entities and payees of Customer on whose behalf Kronos

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Placentia City CouncilJune 16, 2026

Placentia City Council
June 16, 2026