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HomeMy WebLinkAboutKOSMONT & ASSOCIATES, INC. (dba KOSMONT COMPANIES) - 2017N-2017-141 AGREEMENT TO PROVIDE A FINANCIAL FEASIBILITY ANALYSIS FOR PROPOSED REDEVELOPMENT AT 3`d AND BROADWAY THIS AGREEMENT is made and entered into this ! day of� 2017, by and between Kosmont 8a Associate, Inc, (dba Kosmont Companies), a Calk orma corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS aA. The City desires to retain a consultant having special skill and knowledge to provide an analysis of the financial feasibility, net fiscal impact and economic. benefit in -'I lAJ I.lJ z C3 connection with the proposed redevelopment of the 3rd and Broadway parking a cC) structure located in the City's Downtown. Min , 1 rs x x B. Consultant represents that Consultant is able and willing to provide such services �y to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terns and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in the attached proposal dated June 19, 2017, identified as Exhibit A, and incorporated by reference to this Agreement. Where any language or terms provided within Exhibit A conflict with this Agreement, the language of this Agreement shall be controlling. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B and incorporated by reference to this Agreement. The total swn to be expended under this Agreement shall not exceed $20,000 fbr the terns of the Agreement. This amount is comprised of (1) the sum of $15,000 for hourly services, plus expenses at actual costs, plus a four (4) percent administrative fee, as provided for in Exhibit B, and (2) a contingency amount of up to $5,000 for services as may be performed by the Consultant at the sole discretion of the City. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of Page 1 of 9 performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate ninety (90) days from this date unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for an additional ninety (90) day period upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant perforans the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents &s Data"), excluding documents procured through a subscription by Consultant such as IMPLAN, Co -Star, and related proprietary documents wherein Consultant has a license to use those third -party materials under limited contractual terms. Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents &L Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents &i Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to Page 2 of 9 protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self- insurance programs maintained by the CITY; and (c) contain standard separation of insured's provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to Page 3 of 9 indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Notwithstanding the above, for any claims for liability and/or damages filed by the Developer or Developer's successor in interest, as defined in Section 1 of Exhibit A to this Agreement, City shall indemnify, defend and hold harmless Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Page 4 of 9 Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other cormmunication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic comrnunication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: Page 5 of 9 Executive Director -Community Development Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6549 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-6515 To Consultant: Kosmont & Associates, Inc. doing business as "Kosmont Companies" Attn: Larry J. Kosmont, CRE 1601 N. Sepulveda Blvd., #382 Manhattan Beach, CA 90622 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement aelmowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the Page 6 of 9 City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by Citypersonnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION- VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 7 of 9 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shalt be incorporated as if filly set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATIEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA City AtI By: Attorney RECOMMENDED FOR APPROVAL: R E "£ 1 EZ Deputy Ci Manager CITY OF SANTA ANA THIA J. R "Z. Interim City Manager KOSMONT COMPANIES {m �•' ARRY .PONT, CRF Presieten nd EO Page 8 of 9 EXHIBIT A SCOPE OF SERVICES Page 9 of 9 k®S]•�l Ron. ct,n,ip.,ntps June 19, 2017 Marc Morley Economic Development Specialist City of Santa Ana 20 Civic Center Plaza (M-25) Santa Ana, CA 92702 Exhibit -Consultant Agreement Financial Feasibility Analysis Re: Proposal for Financial Feasibility & Net Fiscal Impact and Economic Benefit Analysis Dear Mr. Morley: Kosmont & Associates, Inc. doing business as Kosmont Companies ("Consultant" or "Kosmont") is pleased to present this proposal to the City of Santa Ana ("Client") for the preparation of a Financial Feasibility Analysis ("Analysis") in connection with the proposed redevelopment of the 3rd and Broadway parking structure located in the City's Downtown. This proposal serves as an Agreement when executed and returned by Client to Kosmont. I. BACKGROUND AND OBJECTIVE Client is currently in an exclusive negotiation agreement with Caribou Industries ("Developer") for the potential redevelopment of the 3rd and Broadway parking garage in Downtown Santa Ana with a mixed-use project that proposes 10.909 sf of retail, 3,470 sf of office, 106 room hotel, and 123 residential units ("Project"). Client is interested in understanding the financial feasibility should the Project be developed. Client has requested that Consultant prepare the Analysis to evaluate the Developer's project program and pro -forma of the proposed Project. II. SCOPE OF SERVICES Task 1: Define Project Parameters Consultant will meet with Client to review the specific development parameters and preliminary pro forma revenue and cost assumptions of the proposed Project. Task 2: Analysis of Revenues and Costs Based on the development program provided by the Client and/or Developer, Consultant will prepare an independent pro forma cash flow model to illustrate gross revenues, operating expenses, lease rents and financing terms, stabilized value, net cash flow and return on investment. Based on industry standard thresholds for profit, Consultant will estimate the need for any financial assistance. 1601 N. Sepulveda Bud. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com City of Santa Ana Proposal for Financial Feasibility Analysis June 19, 2017 Page 2 ofB Task 3: Preparation of Summary Memo Consultant will prepare a summary memorandum describing the data sources, key assumptions and methodology utilized and financial results of the Analysis. Consultant will also provide a 15 -year pro forma cash flow to illustrate the projected return to the development entity. Presentation and Meeting Assistance (Optional) Consultant is available to assist with preparation of additional presentation materials and participation in summary presentations of the Analysis, including at City Council meetings, public / community hearings, and/or other requested meetings, which is in addition to the compensation for Tasks 1 — 3 and will be billed at the professional services (hourly) fees as shown on Attachment A. III. SCHEDULE AND REQUIRED DATA Consultant is prepared to commence work and complete analysis outlined in Tasks 1-3 within 30 days upon receipt of fully executed Agreement and relevant project data. Client will provide Consultant with relevant Project data including the Project description, an estimated construction budget, any available analysis of potential performance by product type, and any other data deemed relevant by Consultant. IV. COMPENSATION Compensation for Tasks 1 through 3 is estimated at $15,000 for professional services (hourly) fees at Consultant's billing rates as shown on Attachment A. Future increases in budget will require approval by Client in advance. Budget may be increased by Client at any time. Consultant's attendance or participation at any publicly noticed (e.g., City Council, Planning Commission, Public Agency Board, other) meeting requested by Client is in addition to compensation for Tasks 1-3 and will be billed at the professional services (hourly) fees as shown on Attachment A. Services will be invoiced monthly at Consultant's standard billing rates, as shown on Attachment A. In addition to professional services (hourly) fees, invoices will include reimbursement for out-of-pocket expenses such as travel and mileage (provided that there shall be no overnight travel without the Client's prior approval and that mileage shall be reimbursed at the current IRS mileage reimbursement rate), professional printing, conference calls, and delivery charges for messenger and overnight packages at actual cost. Unless otherwise agreed to in advance, out -of -area travel, if any, requires advance funding of flights and hotel accommodations. Consultant will also include in each invoice an administrative services fee to cover in- house copy, fax, telephone and postage costs equal to four percent (4.0%) of Consultant's KOSMONT COMPANIES 1601 N. Sepulveda Blvd. #362, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 City of Santa Ana Proposal for Financial Feasibility Analysis June 19, 2017 Page 3 of 8 monthly professional service fees incurred. Any unpaid invoices after 30 days shall accrue interest at the rate of 10% per annum. For the convenience of Kosmont's clients, we offer a secure credit card payment service. The credit card payment link is: https:Hkosmont.paidyet.com and there are two ways to make a secure credit card payment: 1. Fill in the "Make a Payment' form when you go to the link (https://kosmont.i)aidyet.com), or 2. Call Kosmont Companies' accounting desk (Ms. Charo Martinez; (424) 297-1072) to make a credit card payment Consultant is prepared to commence work upon receipt of executed Agreement. DISCLOSURE: Kosmont Transactions Services CKTS") and Kosmont Realtv Corporation ("KRC"): Compensation for possible future transaction -based services or brokerage services. The following is being provided solely as an advance disclosure of possible real estate brokerage and finance services and potential compensation formats for such services. This disclosure is not intended to commit the Client. When public agency assignments involve real estate/property brokerage or public financing transactions on behalf of the public agency, such transaction based services are typically provided by Kosmont Transactions Services ("KTS") or Kosmont Realty Corporation ("KRC"). KRC is currently registered with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board as a Municipal Advisor. KRC is licensed by the CA Bureau of Real Estate (License #01770428) and is certified as a Minority Business Enterprise (MBE). KRC is also registered as doing business as KTS. KTS provides transactional Financial Advisory Services and compensation is typically for financial advisory/loan broker services. KRC provides Brokerage Services and compensation is typically for brokerage commissions such as property and lease transactions and/or success/broker fees. KRC also provides Broker Opinions of Value (BOV) services on a fixed fee basis. V. OTHER PROVISIONS A. Termination. Client or Consultant shall have the right to terminate this Agreement at any time upon written notification to the other party. Payment for fees accrued through the date of termination shall be remitted in full. B. Arbitration. Any controversy or claim arising out of or in relation to this Agreement, or the making, performance, interpretation or breach thereof, shall be settled by arbitration at JAMS in Los Angeles, California. Each of the parties to such arbitration proceeding KOSMONT COMPANIES 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 City of Santa Ana Proposal for Financial Feasibility Analysis June 19, 2017 Page 4 ofB shall be entitled to take up to five depositions with document requests. The provisions of Section 1283.05 (except subdivision (e) thereof) of the California Code of Civil Procedure are incorporated by reference herein, except to the extent they conflict with this Agreement, in which case this Agreement is controlling. If the matter is heard by only one arbitrator, such arbitrator shall be a member of the State Bar of California or a retired judge. If the matter is heard by an arbitration panel, at least one member of such panel shall be a member of the State Bar of California or a retired judge. The arbitrator or arbitrators shall decide all questions of law, and all mixed questions of law and fact, in accordance with the substantive law of the State of California to the end that all rights and defenses which either party may have asserted in a court of competent jurisdiction shall be fully available to such party in the arbitration proceeding contemplated hereby. The arbitrator and arbitrators shall set forth and deliver their findings of fact and conclusions of law with the delivery of the arbitration award. Judgment upon the award rendered shall be final and non -appealable and may be entered in any court having jurisdiction. C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding arising out of an alleged breach of this Agreement, the party prevailing in such legal action, arbitration, or proceeding shall be entitled to recover reasonable attorneys' fees, expenses and costs, as well as all actual attorneys' fees, expenses and cost incurred in enforcing any judgment entered. D. Authority. Each of the parties executing this Agreement warrants that persons duly authorized to bind each such party to its terms execute this Agreement. E. Further Actions. The parties agree to execute such additional documents and take such further actions as may be necessary to carry out the provisions and intent of this Agreement. F. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party without the prior written consent of the other party. G. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. H. Entire Agreement; Amendments and Waivers. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby and any and all prior discussions, negotiations, commitments and understanding, whether written or oral, related hereto are superseded hereby. No addition or modification of any term or provision of this Agreement shall be effective unless set forth in writing signed by both parties. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver of such provisions unless otherwise expressly provided. Each party to this Agreement has participated in its drafting and, therefore, ambiguities in this Agreement will not be construed against any party to this Agreement. I. Severability. If any term or provision of this Agreement shall be deemed invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each KOSMONT COMPANIES 1601 N. Sepulveda Blvd. !2382_ Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com City of Santa Ana Proposal for Financial Feasibility Analysis June 19, 2017 Page 5 of8 remaining term and provision of this Agreement shall be valid and in force to the fullest extent permitted by law. J. Notices. All notices, requests, demands and other communications which may be required under this Agreement shall be in writing and shall be deemed to have been received when transmitted; if personally delivered, if transmitted by telecopier, electronic or digital transmission method, upon transmission; if sent by next day delivery to a domestic address by a recognized overnight delivery service (e.g., Federal Express), the day after it is sent; and if sent by certified or registered mail, return receipt requested, upon receipt. In each case, notice shall be sent to the principal place of business of the respective party. Either party may change its address by giving written notice thereof to the other in accordance with the provisions of this paragraph. K. Titles and Captions. Titles and captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision herein. L. Governing Law. The statutory, administrative and judicial law of the State of California (without reference to choice of law provisions of California law) shall govern the execution and performance of this Agreement. M. Confidentiality. Each of the parties agrees not to disclose this Agreement or any information concerning this Agreement to any persons or entities, other than to their attorneys and accountants, or as otherwise may be required by law. N. Counterparts. This Agreement may be executed in one or more counterparts, each of which constitutes an original, and all of which together constitute one and the same instrument. The signature of any person on a telecopy of this Agreement, or any notice, action or consent taken pursuant to this Agreement shall have the same full force and effect as such person's original signature. 0. Disclaimer. Consultant's financial analysis activities and work product, which may include but is not limited to pro forma analysis and tax projections, are projections only. Actual results may differ materially from those expressed in the analysis performed by Consultant due to the integrity of data received, market conditions, economic events and conditions, and a variety of factors that could materially affect the data and conclusions. Client's reliance on Consultant's analysis must consider the foregoing. Consultant services outlined and described herein are advisory services only. Any decisions or actions taken or not taken by Client and affiliates, are deemed to be based on Client's understanding and by execution of this Agreement, acknowledgement that Consultant's services are advisory only and as such, cannot be relied on as to the results, performance and conclusions of any investment or project that Client may or may not undertake as related to the services provided including any verbal or written communications by and between the Client and Consultant. KOSMONT COMPANIES 1601 N. Sepulveda Blvd.#382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com City of Santa Ana Proposal for Financial Feasibility Analysis June 19, 2017 Page 6 of 8 Client acknowledges that Consultant's use of work product is limited to the purposes contemplated within this Agreement. Consultant makes no representation of the work product's application to, or suitability for use in, circumstances not contemplated by the scope of work underthis Agreement. P. Limitation of Damages. In the event Consultant is found liable for any violation of duty, whether in tort or in contract, damages shall be limited to the amount Consultant has received from Client. Q. Expiration of Proposal for Services. If this Agreement is not fully executed by the parties within thirty (30) days from the date of this letter, this proposal shall expire. R. Not an agreement for Legal Services or Legal Advice. This Agreement does not constitute an agreement for the performance of legal services or the provision of legal advice, or legal opinion. Client should seek independent legal counsel on matters for which Client is seeking legal advice. [ signature page follows ] KOSMONT COMPANIES 1601 N. Sepulveda Blvd. #382. Manhattan Beach, CA 90266 1 ph 424,297.1070 1 www.kosmont.com City of Santa Ana Proposal for Financial Feasibility Analysis June 19, 2017 Page 7 ofB VI. ACCEPTANCE AND AUTHORIZATION; If this Agreement is acceptable to Client, please execute two copies of the Agreement and return both originals to Kosmont Companies. Upon receipt of both signed contracts, we will return one fully executed original for your files. Kosmont will commence work upon receipt of executed Agreement. Read, understood, and agreed to this _Day of City of Santa Ana By: (Signature) Name: (Print Name) 2017 Kosmont & Associates, Inc. doing business as "Kosmont Companies" — By: — — — — ----- (Signature) Name: Larry J. Kosmont, CRE® Its: _ Its: President & CEO (Title) KOSMONT COMPANIES 1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 EXHIBITB FEE SCHEDULE (OR) RATES AND CHARGES Page 10 oflO Exhibit B - Consultant Agreement Financial Feasibility Analysis ATTACHMENT A Kosmont Companies 2017 Public Agency Fee Schedule Professional Services President & CEO Executive Vice President Partner/Senior Vice President/Senior Consultant Vice President/Associate Project Analyst/Project Research Assistant Project Analyst/Assistant Project Manager GIS Mapping/Graphics Service Clerical Support .-i In addition to professional services (labor fees): City of Santa Ana Proposal for Financial Feasibility Analysis June 19, 2017 Page 8 ofB $305.00/hour $290.00/hour $275.00/hour $195.00/hour $165.00/hour $125.00/hour $ 95.00/hour $ 60.00/hour 1) An administrative fee for in-house copy, fax, phone and postage costs will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Companies professional service fees incurred; plus 2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 3) If Kosmont retains Third Party Vendor(s) for Client (with Client's advance approval), fees and cost will be billed to Client at 1.1X (times) fees and costs. 4) Consultant's attendance or participation at any public meeting requested by Client will be billed at the professional services (hourly) fees as shown on this Attachment A. • Charges for Court/Deposition/Expert Witness -Related Appearances Court -related (non -preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4 -hour minimum. Rates shall remain in effect until December 31, 2017. KOSMONT COMPANIES 1601 N. Sepulveda Blvd.8382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com KOSM&AS-01 BSTERNBERG AcoR®` CERTIFICATE OF LIABILITY INSURANCE 1I07( D vq 0 7111 212 0 21201 1 7 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 BYTHEPOLICIES BELOW. THIS CERTIFICATE OF -INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OC36891 Lyddy Martin Company 20300 Ventura Blvd. Suite 340 Woodland Hills, CA 91364 CAONTA E:CT Brett R Sternberg PAH)ONN310) 478.2625 317 FAX o, Exi: ( (AIC, No): ��'Nb : brett@lyddymartin.com INSURERS AFFORDING COVERAGE NAIC Is COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR INSURERA:Zurich American Insurance Company of Illinois 27855 INSURED INSURER B: Foremost Signature Insurance Company 41513 INSURER C : Kosmont & Associates, Inc. Dba: Kosmont Companies 1601 N. Sepulveda Blvd. #382 INSURER D: INSURER E: Manhattan Beach, CA 90266 INSURER F: COVERAGES CERTIFICATE NUMBER: 11 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR INSD MD POLICY NUMBER POLICY EFF POLICY EXPJLTIL LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR X PASO40846504 06127/2017 06/27/2018 EACH OCCURRENCE $ 1'000'000 DAMAGE TO RENTEDPREMISES (Ea Qcc,,,r 1,000,001,000,000 X MED EXP (Any oneperson) 10'000 Contractual Liab cluded PERSONAL &ADV INJURYP2,000,000 AGGREGATE LIMIT APPLIES PER: F7 PEO F7 LOC GENERAL AGGREGATEPOLICY GEN'L PRODUCTS-COMPIOPAGG00,000OTHER:B AUTOMOBILE LIABILITY COMBINEOSINGLE LIMIT00,000EaccidentANYAUTO BODILY INJURY Per erson X PASO40846504 06127/2017 06/27/2018 OWNED SCHEDULEDAUTEOS ONLY ALTOpSW BRODILY INJURYPer accidentXAl)T PPe�accitle,t AMAGE O& ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 EXCESS LIAB CLAIMS -MADE X PASO40846504 06/27/2017 0612712018 AGGREGATE $ 3,000,000 DED RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFICERIMEMBER EXCLUDED?ECUTIVE ❑ (Mandatory In NH) NIA PER OTH U E ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYE Ifyes,desabe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) p The City of Santa Ana, Its officers, employees, agents, volunteers and representatives are named additional insured 3�1(r�n}-��--.•-J) Y� �3 CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016103) @ 1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Santa Ana Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Marc Morley 20 Civic Center Plaza (M-25) AUTHORIZED REPRESENTATIVE JS1G Santa Ana, DA 92702 ACORD 25 (2016103) @ 1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: PASO40846504 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. .�,� • 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 Organ lzations : Locations Of Covered Operations All persons or organizations as required As designated in written contract with by written contract with the Named the Named Insured Insured Information required to complete this Schedule if not shown above will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: CG 20 10 07 04 This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; 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 subcontrac- tor engaged in performing operations for a principal as a part of the same project. Copyright, ISO Properties, Inc., 2004 Page 1 of 1 UNIFORM 20 ACil CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 07/12/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must 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 Rick Powell Insurance Agency, Llc 3500 West Olive Ave, Suite 300 Burbank, CA 91605 Phone (818) 861-7440 Fax (760) 804-9710 CONTACT NAME: Rick PDWBII H9NN E (818) 861-7440 aC No : (760) 804-9710 'MDREESAIL rick@insurance4ca.com INSURERS AFFORDING COVERAGE NAIC H INSURER A: HISCOX INSURANCE COMPANY INC. 10200 INSURED Kosmont & Associates, Inc. dba Kcsmont Companies 1601 N Sepulveda Blvd #382 Manhattan Beach CA 90266 INSURER B: INSURER C : INSURER D: NSURE IS NSURER F: COVERAGES CERTIFICATE NUMBER: 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. ILTR TYPE OF INSURANCE IRL UBD POLICY NUMBER POLICY EFF POLICY EXP LIMITS ❑ COMMERCIAL GENERAL LIABILITY ❑ CLAIMS -MAGE ❑ OCCUR ❑ EACH OCCURRENCE $ PAMAGE TO RENTED REM SES Es occurrence) $ MED EXP (Any ane person) $ ❑ PERSONAL &ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: ❑ POLICY ❑ UEOT ❑ LOC ❑ OTHER GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGO $ $ AUTOMOBILE LIABILITY ❑ ANY AUTO ALL OW ❑ AUTOS NED ❑ SCHEDULED AUTOS HIREDAUTOS ❑ -OWNED ❑ AUTS ❑ ❑ COMBINED cident SINGLE LIMIT Ea ac BODILY INJURY (Per person) $ BODILY INU URY(Per accident) $ PPP0'CRd1nTAMAGE $ $ ❑ UMBRELLA LIAB ❑OCCUR ❑ EXCESS LIAB ❑ CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ ❑ DED ❑ RETENTION$ _ $ WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY Y/N ANY PROPRIETONPARTNEWEXECUI OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, under ONNun OPERATIONS beow l DESCRIPTION N /A PER [-] STATUTE ETRH- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ A Errors & Omissions Coverage Y MPL1425837.17 03/15/2017 03/15/2018 $2,000,000/$2,000,000 Per Claim/Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION City of Santa Ana Attn: Marc Morley 20 Civic Center Plaza (M-25) Santa Ana, CA 92702 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 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) OF The ACORD name and logo are registered marks of ACORD ArCC>Fi"d CERTIFICATE OF LIABILITY INSURANCE 'i DAT ) Accik�, 1171322 7 7/13/2/13/201177 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must 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 CONTACT gg8-82II-9365 NAME:PHONE Lockton Companies, LLC FAX 5847 San Felipe, Suite 320 A C N EMAIL Houston, TX 77057 ADDRESS: INSURERS AFFORDING COVERAGE NAIC N INSURER A: Ace American Insurance Co. 22667 INSURED INSURER B: Insperily, Inc. LICIF KOSMONT & ASSOCIATES, INC. INSURER C : 19001 Crescent Springs Drive Kingwood, TX 77339 INSURER D INSU REft E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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. ILTR TYPE OF INSURANCE 1=SUD POLICYNUMBER POLICY EFF MMIDOVVYV LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ F7 DAMAGE TO RENTED CLAIMS -MADE OCCUR PREMISES Eacccurrence $ MED EXP(Any one person) $ PERSONAL& ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑ JECCT LOC PRODUCTS COMP/DPAGG $ $ OTHER: 1 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident) BODILY INJURY (Par person) $ ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE $ Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ $ WORKERS COMPENSATION ANDEMPLOYERS' LIABILITY Y/N X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 A ANY OFFICER/MEMBER EXCLUDED? F-1 ❑NIA 049287549 10/1/2016 10/1/2017 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DE SCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ) V 1 UV CITY OF SANTA ANA ATTN: MARC MORLEY 20 CIVIC CENTER PLAZA (M-25) SANTA ANA, CA 92702 ACORD 25 (2014/01) The ACORD name and logo are registered 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 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number Insperity, INC. UC/F City of Santa AnaMModey®santa-una.org KOSMONT & ASSOCIATES, INC. 20 Civic Center Plaza (M-25) Santa Ana, CA 92702 19001 Crescent Springs Drive Kingwood, TX 77339 Policy Symbol Policy Number Policy Period Effective Date of Endorsement 4928 54 10/1/2016 T010/1/2017 10/1/2016 Issued By (Name of Insurance Company) Ace American Insurance Co. Irisen the policy number. The remainder of the Information is to be correlated only when this endorsement is issued subsequent to the preparation of the policy. NOTICE TO OTHERS ENDORSEMENT - SPECIFIC PARTIES A. If we cancel the Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule set out below (the "Schedule"). You or your representative must provide us with both the physical and e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. C. The notice referenced in this endorsement is intended only to be a courtesy notification to the persons) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organizatiori Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. D. We are not responsible for verifying any. information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with the information necessary to complete the Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have, no responsibility for taking action with regard to such person or entity under this endorsement. E. We may arrange with your representative to send such notice in the event of any such cancellation. F. You will cooperate with us in providing, or in causing your representative to provide, the e-mail address and physical address of the persons or organizations listed in the Schedule. G. This endorsement does not apply in the event that you cancel the Policy. SCHEDULE Name of Certificate Holder E -Mail Address Physical Address City of Santa AnaMModey®santa-una.org 20 Civic Center Plaza (M-25) Santa Ana, CA 92702 All other terms and conditions of the Policy remain unchanged. I VIW_ I Authorized Representative Acct#: 1171322 ALL -32688 (01/11) Page 1 of 1 4,L,