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HomeMy WebLinkAboutHinderliter, De Llamas and Associates - 2026-09-15 PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND HINDERLITER, DE LLAMAS AND ASSOCIATES FOR UTILITIES USERS TAX ADMINISTRATION/OIL WELL TAX COMPLIANCE SERVICES AND SOFTWARE MODULE THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and Hinderliter, de Llamas and Associates, a California Corporation hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide professional utilities users tax administration, oil well tax compliance services and Oil Well Software Module; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Joshua Davis who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 1 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence on this Agreement. The services of CONSULTANT are to commence on 9//S , 2026 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than three years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Ninety Five Thousand Dollars ($95,000.00) annually. City shall be responsible for monitoring and enforcement of the "not-to-exceed" amount. Should the compensation owed to Consultant meet or exceed the "not-to-exceed" amount, the City may instruct Consultant to cease providing services. If the City does not provide such instruction, notwithstanding the "not-to-exceed" amount, City hereby authorizes 2 Consultant to continue providing services under the Agreement and agrees to compensate Consultant for those services. Nothing in this Agreement shall be construed to require Consultant to provide services for which no fee would be paid. 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS CONSULTANT hereby agrees to protect, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of 3 any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. Notwithstanding anything to the contrary, in on event will Consultant be (a) liable for claims, liabilities or damages (i) that could not reasonably have been foreseen upon entry into this Agreement, (ii) arising from any action or inaction by Consultant in response to specific direction from Client, (iii) in connection with any Client monies not collected by Consultant, nor (iv) in connection with the issuance, non-issuance or revocation of any registration, license, permit, or exemption; nor(b) required to provide a defense in connection with any indemnification or hold harmless provisions under this Agreement. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: 4 A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. 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 effect 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 indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: 5 A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT'S defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, 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, in connection with the PROJECT and/or the services to be performed hereunder. 6 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder with 45 days notice with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. This does not include any software, programs, methodologies or systems used in the creatin oof such work product, nor does it include any drafts, notes or internal communications prepared by Consultant in the course of performing Servies that were not otherwise provided to City in either hardcopy or electronic form, all of which may be protected by Consultant or others' copyrights or other intellectual property. 7 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 16. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Hinderliter, de Llamas and Associates ATTN: City Treasurer ATTN: Joshua Davis 2000 Main Street 120 S. State College Blvd., Ste 200 Huntington Beach, CA 92648 Brea, CA 92821 17. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 8 18. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remainingcovenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement 9 which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 10 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully 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. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 11 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Council. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH,a HENDERLITER,DE LLAMAS municipal corporation of the State of A • ►`� 7 '�� California C, By:\. . — •n•r- ickerson Mayor print acne • ITS: (circle one) hairma resident/Vice President RECEIVED AND FILE: By: City Clerk Gary Lott print name INITIATED AND APPROVED: ITS: (circle one) ecretary hief Financial Officer/Asst. Secretary - reasurer _Aler4 C- Treasurer REVIEWED AND APPROVED: City Mana er APPROVED AS TO FORM: / City Attorney 1" 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Consultant will provide the following Services relative to Client's utility users tax administration, including but not limited to telephone, electricity, gas, water, video streaming service providers, as applicable under relevant utility users tax ordinances. B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Utility Users Tax Administration Consultant will provide the following Services relative to Client's utility users tax administration. 1. Support& Industry Monitoring 1.1. Provide analysis reports on the utility provider community and reporting details for each provider, including utility trends, provider trends, revenue trends, and a revenue forecast. 1.2. Actively monitor federal and state industry and legislative events which may impact UUT revenues, keep Client informed, and make recommendations regarding advocacy or other response as appropriate. 1.3. Compliance Monitoring to ensure accurate and timely filings. 1.3.1.Review and respond to e-mails from utilities, third party administrators, and Client, and act as a liaison between the utilities and Clients. 1.3.2.Within 15 days after the due date review accounts for timeliness of payment. Invoice penalties and interest when applicable and monitor accounts for receipt of payment. 1.3.3.Balances due resulting from any deficiency determinations made from incorrect application of the tax will be pursued in a timely manner. 1.3.4.Monitor payment data and trends and keep Client informed. 1.4. Ordinance and Filing Procedure Review — analysis of UUT and franchise fee ordinances and Client procedures to identify possible deficiencies, areas subject to legal challenge, or missing best practice provisions. 2. Operations Management Services 2.1. Establish and maintain database of Client utility providers. 2.2. Receive and process tax returns and payments within 5 days of receipt. 2.3. Receive and process registrations for new utility providers, providing support as necessary to ensure compliance with Client requirements. 2.4. Provide utility providers multiple options for submitting registrations, tax returns, payments, or support requests including via website, email, mail, phone, and fax. Consultant tax specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific. 2.5. Remit revenue to Client no less than monthly. 2.6. Provide Client staff access to website portal offering utility provider registry inquiry and reporting capabilities. 3. Online Payment Processing — Consultant's services include PCI compliant payment processing services which supports both credit card and eCheck transactions. 3.1. Client Responsibilities EXHIBIT A 3.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by Consultant's payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Consultant's payment processor. "Network" is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover. 3.1.2.Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights. 4. Utility Users Tax Audit - Consultant's work as set forth below is defined as "Agreed Upon Procedures" and is not a traditional review of financial statements as defined by Generally Accepted Reviewing Standards ("GAAS"). A traditional review includes the issuance of an opinion stating whether the financial statements are presented fairly in conformity with Generally Accepted Accounting Principles ("GAAP"). Because the procedures listed do not constitute a traditional review, Consultant will not express an opinion on the Companies' or the Client's financial statements or any elements, accounts, or items thereof. Consultant's analysis and reports will relate only to an analysis of Companies' gross revenues and related elements of expenses. Consultant's work identifies the steps performed to ensure that the Companies accurately paid utility users' tax to Client. Consultant's work includes: 4.1. Overall Tasks 4.1.1.Contact Client's staff and obtain documentation required to kick off the project. 4.1.2.Review Client's municipal code related to utility users' tax to understand the definition of gross revenues and the determination of utility users' taxes. 4.1.3.Prepare initial data requests to the Companies and the Client requesting information related to the review period. During the project, if needed, prepare additional dta requests and submit them to the Companies. 4.1.4.Execute non-disclosure agreements (NDAs)with the Companies, if required. 4.1.5.Correspond with the Companies and the Client, as required via phone and email, to obtain documentation,resolve issues, and obtain any appropriate assistance. 4.2. Review of Utility Users' Taxes 4.2.1.Verify that the accounting methodologies and procedures used by the Companies accurately identify billed revenues generated within the Client during the review period subject to the utility users' taxes. Investigate any inconsistencies and provide recommendations, if applicable. 4.2.2.Review payments to the Client and recalculate the utility users' taxes for the review period. 4.2.3.On a test basis, reconcile billed revenues submitted as supporting documentation with the tax payments to revenues recorded on the audited financial statements or equivalent reporting information. 4.2.4.Identify each revenue type or source that the Companies did not include in the determination of the utility users' taxes remitted to the Client for the review period and verify correctly excluded. 4.2.5.Reconcile revenues reported to the Client to the revenues on third party billing data on a test basis, depending on the findings noted and accuracy of the sample quarters tested. 4.2.6.Obtain a sample of customer bills and verify the calculation of the tax on the bill. EXHIBIT A 4.2.7.For each year, summarize every category of revenues reported to the Client and reconcile these revenues to the utility users' taxes. 4.3. Procedures specific to Telecommunication Utility Users' Taxes 4.3.1.Review the following, as applicable: enhanced service revenues, private line revenues, equipment lease and sales revenues, installation and maintenance agreement charges, late fees, non-sufficient funds fees, E911 charges, sales taxes, and state and federal USF charges. Determine that these items are appropriately treated in the determination of the gross revenues reported to the Client. 4.3.2.Review the allocations of any bundled products consistent with accounting requirements (Accounting Standards Codifications 605 and 606) to ascertain the correct amount subject to the UUT is being determined. 4.3.3.Identify any exempt telecommunications revenues and determine if the customer meets the requirements for exempt status. 4.3.4.Determine whether gross revenues generated from Indefeasible Right of Use ("IRU") agreements were correctly included in the revenue base to determine UUT payments to the Client. 4.3.5.Obtain a list of the reseller lease agreements. Determine whether revenues from reseller lease agreements were correctly included in the telecommunications revenue base to determine the UUT payments to the Client or whether the reseller self reports. 4.3.6.Review the allocation percentage and method utilized to calculate allocated revenues, such as the long-distance revenues between intrastate and interstate. 4.4. Summarize Results and Issue Reports 4.4.1.Analyze utility users' taxes reported to Client by category of revenues. 4.4.2.Calculate under/overpayment of the amount due to Client, interest charges and applicable fees on under/overpayments of the utility users' taxes. 4.4.3.Submit final reports to Client. The reports will include Consultant findings, including a recalculation of the utility users' taxes and determination of any deficiencies plus applicable interest due to Client. 4.5. Additional Services — Consultant is available to assist in resolving with the Companies any disputed issues as to amounts owed to the Client. Additional services would include assisting the Client in its negotiations with the Companies. Typically, we participate in conference calls, discuss our findings with the Companies, and assist the Client in negotiating a settlement with the Companies. We are also available to perform other additional services, such as: meet with the Client to discuss our findings; make presentations of our report to the Client; and provide support and testimony if this matter is litigated. Oil Well Tax Compliance Services 5. Compliance Services: 1) Identify under-reported tax liability. 5.1. Audit Services 5.1.1. Identify potential under-reporting and/or misclassified amounts. 5.1.2.Audit businesses as mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses. 5.1.3.Submit audit summaries to Client and discuss further actions. 5.1.4.Educate businesses on proper reporting practices. 5.1.5.Invoice and collect identified deficiencies. 5.1.6. EXHIBIT A Oil Well Software Module Consultant will provide the following Services relative to Consultant's Oil Well Software Module: Project Timeline and Milestones The following represents general milestones for the project. This is an estimate and does not account for any potential time off, illness, or delays caused by the City. It reflects only the estimated time required to complete the work. 7❑ Weeks to et•q, Discove 1 week 1 Pre-Production+Re I ort Develo i ment 3 Trainin• and UAT 2 Go-Live 1 Total Time 7 Weeks Items Included Rate Types • Three(3)quarterly rate types • One(1)annual rate type Renewal Cycles Due to differing renewal cycles, each account will require two accounts in total: • One account to handle quarterly taxes • One account to handle the base annual fee assessed on a fiscal basis Penalties • Production Tax Late Fee • Administrative flat penalty Data Conversion Data conversion is assumed. Based on prior input, an estimated six(6)hours has been allocated. Reports EXHIBIT A The following reports and documents are included: • One (1) Renewal Report(Annual Well Tax Letter) • One(1)Letter(CPI Letter) • One (1)Return consisting of four(4)pages: o 3rd Quarter Oil Tax(Current calendar year) o 4th Quarter Oil Tax(Current calendar year) o 1st Quarter Oil Tax(Upcoming calendar year) C. 2nd Quarter Oil Tax (Upcoming calendar year) D. CITY'S DUTIES AND RESPONSIBILITIES: E. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: Principal $325 per hour Programmer $295 per hour Senior Analyst $245 per hour Analyst $195 per hour B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does 1 Exhibit B not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B EXHIBIT "B" Payment Schedule (Fixed Fee Payment) Utility Users Tax Administration 6. Tax Administration Services 6.1. Fees for performing tax administration services operations management, shall be: • $78,000.00 per year, and • Fees will be increased as of January 1st of each calendar year with reference to the 12- month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%. 6.2. Implementation fee is $5,000.00, due 50% upon the project kick-off meeting and 50% upon first production services. 6.3. Travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by Client. 6.4. Client will be invoiced monthly for Services performed during the prior month. Fees will be netted out of Client's monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice. 7. Payment Processing — Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here. 7.1. Taxpayer funded model —Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment. 7.1.1.Credit and debit card processing—2.9% of transaction amount, minimum of$2.00 7.1.2.ACH/eCheck processing- $2.50 per transaction 7.2. Client funded 7.2.1.Credit and debit card processing—2.9% of transaction amount 7.2.2.ACH/eCheck processing- $0.75 per transaction 7.3. Returned payments/NSF fee — Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of$25.00,to be applied to the taxpayers account. 7.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service. 8. Audit Services—Consultant will perform reviews of the reports of utility users' taxes (cable, electric, gas, telecommunications as appropriate — collectively Companies) concerning the utility users' taxes (UUT) payments to Client for an hourly rate of$200 per hour, not to exceed $25,000.00 per review. It is possible for a single company to require multiple reviews (with separate budgets), i.e. Verizon/Frontier for wireline services and cellular service. 8.1. If Client takes legal action to collect underpayments identified by Consultant, any additional services, e.g. expert testimony, by Consultant will be provided at an agreed hourly rate of $250.00 per hour. 8.2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation,training, operations and support). 8.3. Client will be invoiced monthly for Services performed during the prior month. 8.4. Review not to exceed amount will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the Fees will be equal to the greater of two percent(2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%,then the annual increase will be 10%. 8.5. Consultant may change the rates for its hourly Fees from time to time in its sole discretion upon at least 30 days' prior written notice to Client. Oil Well Tax Compliance Services 9. Compliance Services 9.1. Fees for performing compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees). 9.1.1.Fees for performing audit Services shall be a contingency Fee of 40% of the revenues received as a result of the Services. 9.2. Consultant recognizes Client's authority to waive or reduce the tax/fee debt of a business. Should Client decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half (1/2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e. statute of limitation or other legal defense) shall not be considered a Client voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision. 9.3. The fee shall be paid notwithstanding any related Client assistance, work in parallel, and/or incurrence of attorneys' fees or other costs or expenses in connection,with the relevant Services. 9.4. Fees related to travel and lodging expenses are billed at cost and applied to all meetings (including implementation, training, operations, and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by Client. 9.5. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client's monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice. 10. Payment Processing — Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here. 10.1. Taxpayer funded model — Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment. 10.1.1. Credit and debit card processing—2.9% of transaction amount, minimum of$2.00 10.1.2. ACH/eCheck processing- $2.50 per transaction 10.2. Client funded 10.2.1. Credit and debit card processing—2.9% of transaction amount 10.2.2. ACH/eCheck processing- $0.75 per transaction 10.3. Returned payments/NSF fee — Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of$25.00,to be applied to the taxpayers account. 10.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service. Oil Well Software Module Item Price Comments Oil Well Software Module $ Included with the UUT administration Fee. Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-36188481 DB19 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES City of South Pasadena/Hinderliter de Llamas & Associates 1. IDENTIFICATION This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into as of September 1,2026,by and between the City of South Pasadena,a California municipal corporation ("City"), and Hinderliter de Llamas &Associates ("Consultant"). 2. RECITALS 2.1. City has determined that it requires the following professional services from a consultant: Utility users tax management services. 2.2. Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement. 2.3. Consultant represents that it has no known relationships with third parties,City Council members, or employees of City which would(1)present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090,the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law,(2)prevent Consultant from performing the terms of this Agreement,or(3)present a significant opportunity for the disclosure of confidential information. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows: 3. DEFINITIONS 3.1. "Scope of Services": Attached hereto as Exhibit A and incorporated herein by this reference. 3.2. "Agreement Administrator": The Agreement Administrator for this project is Mark Siegfried,Accounting Manager-Controller. The Agreement Administrator shall be the principal point of contact at the City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant. Page 1 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361 B8481 DB19 3.3. "Approved Fee Schedule": Consultant's compensation rates are set forth in the fee schedule attached hereto as Exhibit A and incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties. 3.4. "Maximum Amount": The highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is One Hundred and Forty-Five Thousand, Five Hundred Dollars ($145,500.00). 3.5. "Commencement Date": September 1, 2026. 3.6. "Termination Date": August 31, 2029. 4. TERM The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 16 ("Termination") below. The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 16 ("Termination")below.The term of this Agreement will be three(3) years beginning on September 1, 2026. The Agreement may be extended for two (2) additional one (1) year terms upon mutual written agreement of both parties. 5. CONSULTANT'S DUTIES 5.1. Services. Consultant shall perform the services identified in the Scope of Services.City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. 5.2. Coordination with City. In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator. 5.3. Business License.Consultant shall obtain and maintain in force a City business license for the duration of this Agreement. 5.4. Professional Standards. Consultant shall perform all work to the standards of Consultant's profession and in a manner reasonably satisfactory to City. Consultant shall keep itself fully informed of and in compliance with all local, state, and federal laws,rules,and regulations in any manner affecting the performance of this Agreement, including all Cal/OSHA requirements, the conflict-of-interest provisions of Government Code § 1090 and the Political Reform Act(Government Code § 81000 et seq.). Page 2 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-36168481 DB19 5.5. Avoid Conflicts. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if such work would present a conflict interfering with performance under this Agreement. However, City may consent in writing to Consultant's performance of such work. 5.6. Appropriate Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services.All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Joshua Davis shall be Consultant's project administrator and shall have direct responsibility for management of Consultant's performance under this Agreement. No change shall be made in Consultant's project administrator without City's prior written consent. 5.7. Substitution of Personnel. Any persons named in the proposal or Scope of Services constitutes a promise to the City that those persons will perform and coordinate their respective services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. If City and Consultant cannot agree as to the substitution of key personnel, City may terminate this Agreement for cause. 5.8. Permits and Approvals. Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant's performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections. 5.9. Notification of Organizational Changes. Consultant shall notify the Agreement Administrator, in writing,of any change in name,ownership or control of Consultant's firm or of any subcontractor. Change of ownership or control of Consultant's firm may require an amendment to this Agreement. 5.10. Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3)years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement.All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three(3)years after final payment under this Agreement. 6. SUBCONTRACTING Page 3 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361 B8481 DB19 6.1. General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement. 6.2. Consultant Responsible. Consultant shall be responsible to City for all services to be performed under this Agreement. 6.3. Identification in Fee Schedule.All subcontractors shall be specifically listed and their billing rates identified in the Approved Fee Schedule, Exhibit A. Any changes must be approved by the Agreement Administrator in writing as an amendment to this Agreement. 6.4. Compensation for Subcontractors. City shall pay Consultant for work performed by its subcontractors, if any, only at Consultant's actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit A. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors. 7. COMPENSATION 7.1. General. City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment in accordance with the Fee Schedule in full satisfaction for such services. Compensation shall not exceed the Maximum Amount. This limit does not apply to compensation for services which are billed a contingency fee based on revenue recovered,or to payment processing services which are billed according to usage. Audit Services require pre-approval by City staff. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by City in advance. 7.2. Invoices.Consultant shall submit to City an invoice,on a monthly basis or as otherwise agreed to by the Agreement Administrator, for, services performed pursuant to this Agreement. Each invoice shall identify the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges. 7.3. Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes. 7.4. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant. Page 4 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-36168481 DB19 7.5. Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment. Consultant shall not undertake any such work without prior written approval of the City. 7.6. City Satisfaction as Precondition to Payment. Notwithstanding any other terms of this Agreement,no payments shall be made to Consultant until City is satisfied that the services are satisfactory. 7.7. Right to Withhold Payments. If Consultant fails to provide a deposit or promptly satisfy an indemnity obligation described in Section 11, City shall have the right to withhold payments under this Agreement to offset that amount. 8. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720,et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. Consultant shall defend, indemnify, and hold the City, tis elected officials, officers, employees, and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws. 9. OWNERSHIP OF WRITTEN PRODUCTS All reports, documents or other written material ("written products"herein)developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant. This does not include any software, programs, methodologies or systems used in the creation of such work product, nor does it include any drafts, notes or internal communications prepared by Consultant in the course of performing the Services that were not otherwise provided to City in either hardcopy or electronic form, all of which may be protected by Consultant or others' copyrights or other intellectual property. 10. RELATIONSHIP OF PARTIES 10.1. General. Consultant is, and shall at all times remain as to City, a wholly independent contractor. 10.2. No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent.Neither City Page 5of15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-36168481 DB19 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 represent that it is, or that any of its agents or employees are,in any manner employees of City. 10.3. Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant's previously earned California Public Employees Retirement System ("CalPERS") retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding,unemployment insurance, disability insurance, and workers' compensation, and other applicable federal and state taxes. 10.4. Indemnification of CalPERS Determination. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS 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 CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. 11. INDEMNIFICATION 11.1 Definitions.For purposes of this Section 11,"Consultant"shall include Consultant,its officers,employees,servants,agents,or subcontractors,or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement. "City" shall include City, its officers, agents, employees and volunteers. 11.2 Consultant to Indemnify City.To the fullest extent permitted by law,Consultant shall indemnify and hold harmless the City from and against any and all claims,losses,costs or expenses for any personal injury or property damage arising out of or in connection with Consultant's alleged negligence, recklessness or willful misconduct or other wrongful acts,errors or omissions of Consultant or failure to comply with any provision in this Agreement. Notwithstanding anything to the contrary, in no event will Consultant be (a) liable for claims, liabilities or damages (i) that could not reasonably have been foreseen upon entry into this Agreement; (ii) arising from any action or inaction by Consultant in response to specific direction from City; (iii) in connection with any City monies not collected by Consultant; nor (iv) in connection with the issuance,non-issuance or revocation of any registration, license,permit, or exemption; nor (b) required to provide a defense in connection with any indemnification or hold harmless provisions under this Agreement. Page 6 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361B8481DB19 11.3 Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person,whether physical,emotional,consequential or otherwise,Property damage shall include injury to any personal or real property. Consultant shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City. 11.4 Attorneys Fees. Such costs and expenses shall include reasonable attorneys' fees for counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be entitled to any refund of attorneys' fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent. 11.5 Waiver of Statutory Immunity. The obligations of Consultant under this Section 11 are not limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City. 11.6 Indemnification by Subcontractors. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Consultant's behalf. 11.7 Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Consultant's indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. 12. INSURANCE 12.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same. Approval of the insurance by the City shall not relieve or decrease any liability of Consultant. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement. 12.2. Documentation of Insurance.City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. Consultant shall file with City: • Certificate of Insurance, indicating companies acceptable to City, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: Utility Users Tax Management Services • Documentation of Best's rating is acceptable to the City. • Original endorsements effecting coverage for all policies required by this Agreement. Page 7 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361 B8481 DB19 • City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later. 12.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts: • Professional Liability Insurance: $2,000,000 per occurrence, $4,000,000 aggregate • General Liability: • General Aggregate: $4,000,000 • Products Comp/Op Aggregate $4,000,000 • Personal &Advertising Injury $2,000,000 • Each Occurrence $2,000,000 • Fire Damage (any one fire) $ 100,000 • Medical Expense (any 1 person) $ 10,000 • Workers' Compensation: • Workers' Compensation Statutory Limits • EL Each Accident $1,000,000 • EL Disease-Policy Limit $1,000,000 • EL Disease - Each Employee $1,000,000 • Automobile Liability • Any vehicle, combined single limit $1,000,000 Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured. Furthermore, the requirements for coverage and limits shall be the greater of(1) the minimum coverage and limits specified in this Agreement, or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured 12.4. General Liability Insurance.Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form. Claims-Made,modified, limited or restricted Occurrence forms are not acceptable. 12.5. Worker's Compensation Insurance. Consultant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation(or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California. Page 8 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361B8481DB19 12.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, non- owned, and hired automobiles and trucks. 12.7. Professional Liability Insurance or Errors & Omissions Coverage. The deductible or self-insured retention may not exceed$50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work. Coverage shall be continued for two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement. 12.8. Claims-Made Policies. If any of the required policies provide coverage on a claims- made basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five(5)years after completion of the contract of work. If coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5)years after completion of contract work. 12.9. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of South Pasadena must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and Worker's Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant's insurance policies shall be primary as respects any claims related to or as the result of the Consultant's work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials,directors,officers,agents, employees,volunteers,or consultants shall be non- contributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant's insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37. 12.10. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project, and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right,but not the duty,to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement. 12.11. Notices. Contractor shall provide immediate written notice if(1) any of the required insurance policies is terminated; (2)the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Consultant shall Page 9 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361 B8481 DB19 provide no less than 30 days' notice of any cancellation or material change to policies required by this Agreement. Consultant shall provide proof that cancelled or expired insurance policies have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverage. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: City of South Pasadena, Attn: Office of the City Clerk, South Pasadena, CA 91030. 12.12. Consultant's Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City.Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant's insurance and shall not contribute with it. 12.13. Waiver of Subrogation.Consultant hereby waives all rights of subrogation against the City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself 12.14. Report of Claims to City. Consultant shall report to the City, in addition to the Consultant's insurer, any and all insurance claims submitted to Consultant's insurer in connection with the services under this Agreement. 12.15. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately,City must approve all such amounts prior to execution of this Agreement. City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement.Consultant shall be responsible for all premiums and deductibles in all of Consultant's insurance policies. The amount of deductibles for insurance coverage required herein are subject to City's approval. 12.16. Duty to Defend and Indemnify. Consultant's duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement. 13. MUTUAL COOPERATION 13.1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant's services under this Agreement. 13.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant's performance in connection with this Agreement, Page 10 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361B8481DB19 Consultant shall render any reasonable assistance that City may require in the defense of that claim or action. 14. NOTICES Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i)the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant's and City's regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing). If to City If to Consultant Todd Hileman, City Manager HDL Contracts City of South Pasadena Hinderliter de Llamas &Associates 1414 Mission Street 120 S. State College Blvd., Suite 200 South Pasadena, CA 91030 Brea, CA 92821 Phone: 626 403-7212 Phone: 714.879.5000 Email: cmoffice@southpasadenaca.gov With courtesy copy to: Roxanne M. Diaz South Pasadena City Attorney Richards, Watson& Gershon 350 S. Grand Ave, 37th Floor Los Angeles, CA 90071 Phone: 213-626-8484 Fax: 213-626-0078 15. SURVIVING COVENANTS The parties agree that the covenants contained in paragraph 5.11 (Records),paragraph 10.4(Indemnification of CalPERS Determination), Section 11 (Indemnity),paragraph 12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose. 16. TERMINATION 16.1. City Termination. City may terminate this Agreement for any reason on forty-five calendar days' written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City Page 11 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-36168481 DB19 data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement. 16.2. Consultant Termination. Consultant may terminate this Agreement for a material breach of this Agreement upon 45 days' notice. 16.3. Compensation Following Termination. Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.The City shall have the benefit of such work as may have been completed up to the time of such termination. 16.4. Remedies. City retains any and all available legal and equitable remedies for Consultant's breach of this Agreement. 17. INTERPRETATION OF AGREEMENT 17.1. Governing Law.This Agreement shall be governed and construed in accordance with the laws of the State of California. 17.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties.Amendments hereto or deviations here from shall be effective and binding only if made in writing and executed by City and Consultant. 17.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement. 17.4. Pronouns.Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s). 17.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall,to any extent, be invalid or unenforceable,then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or Page 12 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361 B8481 DB19 unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 17.6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party. 18. GENERAL PROVISIONS 18.1. Cooperative Agreement. City acknowledges and agrees that any other public agency (including, without limitation, any participating government agency) located within or outside of the State (e.g., city, municipality, county, district, public authority or other political subdivision)may procure services for fees and other terms and conditions that are substantially similar to any of the Services, Fees and other terms and conditions set forth in this Agreement, provided that such other public agency executes a separate agreement with Consultant wherein the services rendered to such other public agency, the fees payable by such other public agency, and the other terms and conditions of such separate agreement are the responsibility of Consultant and such other public agency and not City. 18.2. Confidentiality. All data, documents, discussion, or other information developed or received by Consultant for performance of this Agreement are deemed confidential and Consultant shall not disclose it without prior written consent by City. City shall grant such consent if disclosure is legally required. All City data shall be returned to City upon the termination or expiration of this Agreement. 18.3. Conflicts of Interest. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant,to solicit or secure this Agreement. Further,Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the City's Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of City, during the term of his or her service with City,shall have any direct interest in this Agreement,or obtain any present or anticipated material benefit arising therefrom. 18.4. Non-assignment. Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City's prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant. Page 13 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-36168481 DB19 18.5. Binding on Successors.This Agreement shall be binding on the successors and assigns of the parties. 18.6. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties. 18.7. Time of the Essence. Time is of the essence for each and every provision of this Agreement. 18.8. Non-Discrimination. Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition(cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies 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; or in terms, conditions or privileges of employment, and selection for training. Consultant agrees to post in conspicuous places available to employees and applicants for employment,the provisions of this nondiscrimination clause. 18.9. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by City or Consultant of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition. 18.10. Excused Failure to Perform. Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City's sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant. 18.11. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity,by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights,powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies. 18.12. Attorneys' Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement,the prevailing party shall be entitled to an award of reasonable attorneys' fees and costs expended in the action. Page 14 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361 B8481 DB19 18.13. Venue. The venue for any litigation shall be Los Angeles County, California and Consultant hereby consents to jurisdiction in Los Angeles County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement. TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. "City" "Consultant" City of South Pasadena Hinderliter de Llamas &Associates By:Signed by: eb..d M: �W tutor By:1 X41 Todd Hileman Robert Gray City Manager Vice President Attest: Sg..d by 'r""�" Nikima S.Newsome Chief City Clerk Approved as to form: o.ouS n.d by By• A�lplC;.CAMN/I... Roxanne Diaz, City Attorney Page 15 of 15 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361B8481DB19 Exhibit A SCOPE OF SERVICES Utility Users Tax Administration Consultant will provide the following Services relative to Client's utility users tax administration. 1. Support&Industry Monitoring 1.1. Provide analysis reports on the utility provider community and reporting details for each provider, including utility trends,provider trends,revenue trends, and a revenue forecast. 1.2. Actively monitor federal and state industry and legislative events which may impact UUT revenues, keep Client informed, and make recommendations regarding advocacy or other response as appropriate. 1.3. Compliance Monitoring to ensure accurate and timely filings. 1.3.1.Review and respond to e-mails from utilities,third party administrators,and Client,and act as a liaison between the utilities and Clients. 1.3.2.Within 15 days after the due date review accounts for timeliness of payment. Invoice penalties and interest when applicable and monitor accounts for receipt of payment. 1.3.3.Balances due resulting from any deficiency determinations made from incorrect application of the tax will be pursued in a timely manner. 1.3.4.Monitor payment data and trends and keep Client informed. 1.4. Ordinance and Filing Procedure Review—analysis of UUT and franchise fee ordinances and Client procedures to identify possible deficiencies,areas subject to legal challenge,or missing best practice provisions. 2. Operations Management Services 2.1. Establish and maintain database of Client utility providers. 2.2. Receive and process tax returns and payments within 5 days of receipt. 2.3. Receive and process registrations for new utility providers,providing support as necessary to ensure compliance with Client requirements. 2.4. Provide utility providers multiple options for submitting registrations, tax returns, payments, or support requests including via website,email,mail,phone,and fax. Consultant tax specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific. 2.5. Remit revenue to Client no less than monthly. 2.6. Provide Client staff access to website portal offering utility provider registry inquiry and reporting capabilities. 3. Online Payment Processing—Consultant's services include PCI compliant payment processing services which supports both credit card and eCheck transactions. 3.1. Client Responsibilities 3.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by Consultant's payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Consultant's payment processor. "Network" is an entity or association that operates,under a common service mark,a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover. 1211934.2 Page 1 of 4 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361 B8481 DB19 3.1.2.Client hereby grants Consultant the full right,power and authority to request,receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights. Franchise Fee&Utility Users Tax Audit 4. Utility Users Tax Audit-Consultant's work as set forth below is defined as "Agreed Upon Procedures" and is not a traditional review of financial statements as defined by Generally Accepted Reviewing Standards("GAAS"). A traditional review includes the issuance of an opinion stating whether the financial statements are presented fairly in conformity with Generally Accepted Accounting Principles ("GAAP"). Because the procedures listed do not constitute a traditional review,Consultant will not express an opinion on the Companies' or the Client's financial statements or any elements, accounts, or items thereof. Consultant's analysis and reports will relate only to an analysis of Companies' gross revenues and related elements of expenses. Consultant's work identifies the steps performed to ensure that the Companies accurately paid utility users' tax to Client. Consultant's work includes: 4.1. Overall Tasks 4.1.1.Contact Client's staff and obtain documentation required to kick off the project. 4.1.2.Review Client's municipal code related to utility users' tax to understand the definition of gross revenues and the determination of utility users' taxes. 4.1.3.Prepare initial data requests to the Companies and the Client requesting information related to the review period.During the project,if needed,prepare additional dta requests and submit them to the Companies. 4.1.4.Execute non-disclosure agreements (NDAs)with the Companies, if required. 4.1.5.Correspond with the Companies and the Client, as required via phone and email, to obtain documentation,resolve issues,and obtain any appropriate assistance. 4.2. Review of Utility Users' Taxes 4.2.1.Verify that the accounting methodologies and procedures used by the Companies accurately identify billed revenues generated within the Client during the review period subject to the utility users' taxes. Investigate any inconsistencies and provide recommendations,if applicable. 4.2.2.Review payments to the Client and recalculate the utility users' taxes for the review period. 4.2.3.On a test basis, reconcile billed revenues submitted as supporting documentation with the tax payments to revenues recorded on the audited financial statements or equivalent reporting information. 4.2.4.Identify each revenue type or source that the Companies did not include in the determination of the utility users' taxes remitted to the Client for the review period and verify correctly excluded. 4.2.5.Reconcile revenues reported to the Client to the revenues on third party billing data on a test basis, depending on the findings noted and accuracy of the sample quarters tested. 4.2.6.Obtain a sample of customer bills and verify the calculation of the tax on the bill. 4.2.7.For each year, summarize every category of revenues reported to the Client and reconcile these revenues to the utility users' taxes. 4.3. Procedures specific to Telecommunication Utility Users' Taxes 4.3.1.Review the following, as applicable: enhanced service revenues, private line revenues, equipment lease and sales revenues, installation and maintenance agreement charges, late fees, non-sufficient funds fees, E911 charges, sales taxes, and state and federal USF charges. Determine that these items are appropriately treated in the determination of the gross revenues reported to the Client. 1211934.2 Page 2 of 4 Docusign Envelope ID: 13674EBB-4B2F-85ED-82F4-361B8481DB19 4.3.2.Review the allocations of any bundled products consistent with accounting requirements (Accounting Standards Codifications 605 and 606)to ascertain the correct amount subject to the UUT is being determined. 4.3.3.Identify any exempt telecommunications revenues and determine if the customer meets the requirements for exempt status. 4.3.4.Determine whether gross revenues generated from Indefeasible Right of Use ("IRU") agreements were correctly included in the revenue base to determine UUT payments to the Client. 4.3.5.Obtain a list of the reseller lease agreements. Determine whether revenues from reseller lease agreements were correctly included in the telecommunications revenue base to determine the UUT payments to the Client or whether the reseller self reports. 4.3.6.Review the allocation percentage and method utilized to calculate allocated revenues, such as the long-distance revenues between intrastate and interstate. 4.4. Summarize Results and Issue Reports 4.4.1.Analyze utility users' taxes reported to Client by category of revenues. 4.4.2.Calculate under/overpayment of the amount due to Client, interest charges and applicable fees on under/overpayments of the utility users' taxes. 4.4.3.Submit final reports to Client. The reports will include Consultant findings, including a recalculation of the utility users' taxes and determination of any deficiencies plus applicable interest due to Client. 4.5. Additional Services—Consultant is available to assist in resolving with the Companies any disputed issues as to amounts owed to the Client. Additional services would include assisting the Client in its negotiations with the Companies. Typically, we participate in conference calls, discuss our findings with the Companies,and assist the Client in negotiating a settlement with the Companies.We are also available to perform other additional services, such as: meet with the Client to discuss our findings; make presentations of our report to the Client; and provide support and testimony if this matter is litigated. FEES 5. Tax Administration Services 5.1. Fees for performing tax administration services operations management, shall be $2,525.00 per month. 5.1.1.Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers(CPI-U),West Region,as reported by the U.S. Bureau of Labor Statistics (the"CPI Change"). Each annual increase in the Fees will be equal to the greater of two percent(2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example,if the actual CPI Change is 1.5%,then the annual increase will be 2%,if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%. 5.2. Implementation fee is $5,000.00, due 50% upon the project kick-off meeting and 50% upon first production services. 5.3. Travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training,operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by Client. 1211934.2 Page 3 of 4 Docusign Envelope ID: 13674EBB-482F-85ED-82F4-36188481 DB19 5.4. Client will be invoiced monthly for Services performed during the prior month. Fees will be netted out of Client's monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice. 6. Payment Processing—Consultant will configure payment processing services to utilize either a taxpayer funded model(convenience fee)or Client funded model,as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here. 6.1. Taxpayer funded model — Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment. 6.1.1.Credit and debit card processing—2.9%of transaction amount,minimum of$2.00 6.1.2.ACH/eCheck processing-$2.50 per transaction 6.2. Client funded 6.2.I.Credit and debit card processing—2.9%of transaction amount 6.2.2.ACH/eCheck processing-$0.75 per transaction 6.3. Returned payments/NSF fee—Each occurrence of a card chargeback,returned payment or insufficient funds will incur a fee of$25.00,to be applied to the taxpayers account. 6.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing,with 60 days advance notice. Items that will be considered in the review of fees may include,but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments,average consumer payment amounts,card type utilization,and costs of service. Franchise Fee&Utility Users Tax Audit 7. Audit Services—Consultant will perform reviews of the reports of utility users'taxes(cable,electric,gas, telecommunications as appropriate—collectively Companies) concerning the utility users' taxes (UUT) payments to Client for an hourly rate of$200 per hour,not to exceed$25,000.00 per review.It is possible for a single company to require multiple reviews(with separate budgets),i.e.Verizon/Frontier for wireline services and cellular service. 7.1. If Client takes legal action to collect underpayments identified by Consultant,any additional services, e.g. expert testimony,by Consultant will be provided at an agreed hourly rate of$250.00 per hour. 7.2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings(including implementation,training,operations and support). 7.3. Client will be invoiced monthly for Services performed during the prior month. 7.4. Review not to exceed amount will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers(CPI-U),West Region,as reported by the U.S.Bureau of Labor Statistics(the"CPI Change"). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent(10%)or the actual CPI Change. For example,if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%,and if the actual CPI Change is 12%,then the annual increase will be 10%. 7.5. Consultant may change the rates for its hourly Fees from time to time in its sole discretion upon at least 30 days'prior written notice to Client. 1211934.2 Page 4 of 4 / ' l 1 ,' ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 5/22/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACTNAME: N/$Certificates Gallagher Brokerage&Insurance Solutions, Inc. PHONE 415 391-2141 FAX • 50 California St (pa ND.Ext) _ I(A/C.No): • Floor 12 ADDRESS: certrequests(a)ajq.com San Francisco CA 94111 INSURER(S)AFFORDING COVERAGE NAICN 4icense#:0329598 INSURER A:Berkley National Insurance Company 38911 INSURED HDLCOMP-01 INSURER e:Hudson Excess Insurance Company 14484 Hinderliter de Llamas&Associates HdL Software,LLC. INSURERC: 120 S. State College Blvd, Suite 200 INSURER0: Brea,CA 92821 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1565001890 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 ADDL SUBR - -- ---- ------ LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY YET LIMITS (MMlDD/YYYY) (MMlDDIYYYYI A X COMMERCIAL GENERAL LIABILITY Y TCP702275413 5/26/2026 5/26/2027 EACH OCCURRENCE $1,000,000 CLAMS-MADE (X-1 OCCURDAMAGE TO RENTED - PRERIISESJ5a_occerrence) S 1,000,000 MED EXP(Any one person) S 15,000 PERSONAL 8 ADV INJURY S 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- X JECT LOC PRODUCTS•COMP/OP AGG $2,000,000 POLICY OTHER: S A AUTOMOBILE LIABILITY Y TCP702275413 5/26/2026 5/26/2027 COMBINED SINGLE LIMIT $1,000,000 lEa accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ A X UMBRELLALIAB X OCCUR TCP702275413 5/26/2026 5/26/2027 EACH OCCURRENCE S5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I X (RETENTION S WORKERS COMPENSATION STATUTE 1OTH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICERMEMBEREXCLUOED? N I A ---- (Mandatory In NH) E.L.DISEASE•CA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE•POLICY LIMIT S B Cybr/recn P8O/Professorial EET1416704 5/26/2026 5/26/2027 Per Clam/Aggregate 55,000,000 Lab Ly p Retention $50,000 DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space IskegEirlir�V FU AS TO FORM NO\ Retroactive Date for Professional Liability-2/15/2013. Line Of Coverage:Crime ay:-- Policy#82556901 MICHAEL J.VIGLIOTTA Effective Date 5/26/2026-5/26/2027 CITY ATTORNEY Carrier:Federal Insurance Company NAIC#20281 Crime Limit:S1,000,000 CITY OF I IUNTIN(TON BEACH See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach,it's officers,elected or appointed ACCORDANCE WITH THE POLICY PROVISIONS. officials, employees, agents, and volunteers AUTHORIZED REPRESENTATIVE 2000 Main Street Huntington Beach, CA 92648 C7�T3Yo�Cef- e'Er Iwbru'taNLce/Solttt'Idv►b; Z1LC/ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ACC>R 1 CERTIFICATE OF LIABILITY INSURANCE DATE I I6DD" ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder(n lieu of such endorsement(s). PRODUCER CONTACT f1AME: Marsh Affinity NONE FAX Marsh Affinity is NQ rte). 800-743-8130 I I No): a division of Marsh USA LI.C. kiL el ADPTotalSowceGdmarsh.com PO BOX 14404 Des Moines,IA 503069686 INSURER(S)AFFORDING COVERAGE NAIL a INSURER A: AIU Insurance Company 19399 INSURED INSURER B: ADP TolalSource DE IV.Inc. INSURER C: 5800 Windward Parkway INSURER 0: Alpharetta,GA 30005 UCIF: INSURER E: Hinderkter de Llamas&Associates INSURER F: 120 S Slate College Blvd Suite 200 Brea,CA 92821 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELON 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 ISSUE) 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 TYPEOFINSURANCE ADOL sU■R POUCY NUMBER POLICY_ EXP LIMITS LTR INSD WVD IMMAor PO eer0 (4N1D�YlYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1 CLAIMS-MADE OCCUR DAMAGE TO RENTED S PREMISES fEe occurrence) MED EXP(My one person) S PERSONAL&ADV INJURY S GEUL AGGREGATE LIMIT APPUES PER: GENERAL AGGREGATE S 1 POLICY l l LOG PRODUCTS•COMP/OP AGO $ OTHER: f AUTOMOBILE LIABILITY 4MBINE0SINGLE LIMIT S /occident) ANY AUTO soave INJURY(Per person) S OIMIEO SCHEDULED BODILY INJURY AUTOS ONLY AUTOS (Per accident) S HIRED WY NS PROPERTY DAMAGE AUTOS ONLY AUTOS UTTOS ONLY fPer accident S UMBRELLA LIAB !OCCUR EACH OCCURRENCE S EXCESSLIAB CLAIMS•MADE AGGREGATE S DED I 'RETENTIONWORKERS S D�EERR S ANOEMPLOYERS'LIABILITY YIN X/STATUTE IER ANYPROMIETORPARTHERJEXECLITIVE EL.EACH ACCIDENT 2,000,000 OFFICERaEMSEREXCLUDED? WA X WC 051661587 CA 07/01/2026 07/01/2027 A f S andatory In NH) E.L DISEASE-EA EMPLOYEE S 2,000.000 If yrex,deccnbe under DESCRIPTION OF OPERATIONS beiov _ EL.DISEASE-POLICY LIMIT S _2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) All worksite employees working for flinderliter de Llamas&Associates paid under ADP TOTALSOURCE, INC.'s ppayro8,are covered under the above stated policy.Proprietor/Partner/Executive OfncerlMember are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum.WAIVER OF SUBROGATION IN FAVOR OF City of Huntington Beach.its officers. elected or appointed olhcials,employees,agents and volunteers AS RESPECTS OF JOB PERFORMED BY Hindertiter de Llamas&Associates AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION City of Huntington Beach,its officers,elected or appointed officials, employees,agents and volunteers SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Huntington Beach,CA 92648 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE. /Ai L.40 /sue• ACORD 25(2016/03) ©1988-2018 ACORD CORPO ION: All rights reserved. The ACORD name and logo are registered marks of ACORD • AGENCY CUSTOMER ID: HDLCOMP-01 LOC#: AcoRD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Gallagher Brokerage&Insurance Solutions,Inc. Hinderliter de Llamas&Associates HdL Software,LLC. POLICY NUMBER 120 S.State College Blvd,Suite 200 Brea,CA 92821 CARRIER NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers are included as additional insured as respects General Liability and Automobile Liability to the extent provided in the attached forms.Coverage is considered Primary and Non-contributory to the extent provided in the attached forms. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER:TCP702275413 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED 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): 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 B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement;or or 2. Available under the applicable limits of • 2. In connection with your premises owned by or insurance; rented to you. whichever is less, However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable limits of insurance. 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. CG 20 26 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 Policy Number:TCP702275413 2. Each of the following is also an insured: c. Any person or organization having proper a. Your 'Volunteer workers" only while performing temporary custody of your property if you die, duties related to the conduct of your business, but only: or your "employees", other than either your (1) With respect to liability arising out of the "executive officers" (if you are an organization maintenance or use of that property;and other than a partnership, joint venture or limited (2) Until your legal representative has been liability company) or your managers (if you are a appointed. limited liability company), but only for acts within the scope of their employment by you or while d. Your legal representative if you die, but only with performing duties related to the conduct of your respect to duties as such.That representative will business. However, none of these "employees" have all your rights and duties under this or'Volunteer workers"are insureds for: Coverage Part. (1) "Bodily injury" or "personal and advertising 3. Any organization you newly acquire or form, other injury": than a partnership, joint venture or limited liability company, and over which you maintain ownership (a) To you, to your partners or members (if or majority interest,will qualify as a Named Insured if you are a partnership or joint venture), to there is no other similar insurance available to that your members (if you are a limited liability organization. However: company), to a co-"employee"while in the course of his or her employment or a. Coverage under this provision is afforded only performing duties related to the conduct until the 90th day after you acquire or form the of your business, or to your other organization or the end of the policy period, 'Volunteer workers" while performing whichever is earlier; duties related to the conduct of your b. Coverage A does not apply to "bodily injury" or business; "property damage" that occurred before you (b) To the spouse, child, parent, brother or acquired or formed the organization;and sister of that co employee" or 'Volunteer c. Coverage B does not apply to "personal and worker" as a consequence of Paragraph advertising injury" arising out of an offense (1)(a)above; committed before you acquired or formed the (c) For which there is any obligation to share organization. damages with or repay someone else who No person or organization is an insured with respect to must pay damages because of the injury the conduct of any current or past partnership, joint described in Paragraph (1)(a) or (b) venture or limited liability company that is not shown as above;or a Named Insured in the Declarations. (d) Arising out of his or her providing or SECTION III-LIMITS OF INSURANCE failing to provide professional health care 1. The Limits of Insurance shown in the Declarations services. and the rules below fix the most we will pay (2) "Property damage"to property: regardless of the number of: (a) Owned,occupied or used by; a. Insureds; (b) Rented to, in the care, custody or control b. Claims made or'Suits"brought;or of, or over which physical control is being c. Persons or organizations making claims or exercised for any purpose by; bringing "suits". you, any of your "employees", 'Volunteer 2. The General Aggregate Limit is the most we will pay workers", any partner or member (if you are afor the sum of: partnership or joint venture), or any member (if you are a limited liability company). a. Medical expenses under Coverage C; b. Any person (other than your "employee" or b. Damages under Coverage A, except damages 'Volunteer worker"), or any organization while because of "bodily injury" or "property damage" acting as your real estate manager. included in the "products-completed operations hazard";and c. Damages under Coverage B. Page 10 of 16 ®Insurance Services Office, Inc., 2012 CG 00 01 0413 INSURED CO','F Policy Number:TCP702275413 3. The Products-Completed Operations Aggregate (3) The nature and location of any injury or Limit is the most we will pay under Coverage A for damage arising out of the "occurrence" or damages because of "bodily injury" and "property offense. damage" included in the "products-completed b. If a claim is made or "'suit"is brought against any operations hazard". insured,you must: 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under (1) Immediately record the specifics of the claim Coverage B for the sum of all damages because of or'�uit"and the date received;and all "personal and advertising injury"sustained by any (2) Notify us as soon as practicable. one person or organization. You must see to it that we receive written notice 5. Subject to Paragraph 2. or 3. above, whichever of the claim or'suit"as soon as practicable. applies, the Each Occurrence Limit is the most we c. You and any other involved insured must: will pay for the sum of: (1) Immediately send us copies of any demands, a. Damages under Coverage A;and notices, summonses or legal papers received b. Medical expenses under Coverage C in connection with the claim or"suit"; because of all "bodily injury"and "property damage" (2) Authorize us to obtain records and other arising out of any one"occurrence". information; 6. Subject to Paragraph 5. above, the Damage To (3) Cooperate with us in the investigation or Premises Rented To You Limit is the most we will settlement of the claim or defense against the pay under Coverage A for damages because of ' uit';and "property damage"to any one premises,while rented (4) Assist us, upon our request, in the to you,or in the case of damage by fire,while rented enforcement of any right against any person to you or temporarily occupied by you with or organization which may be liable to the permission of the owner. insured because of injury or damage to which 7. Subject to Paragraph 5.above, the Medical Expense this insurance may also apply. Limit is the most we will pay under Coverage C for d. No insured will, except at that insured's own all medical expenses because of "bodily injury" cost, voluntarily make a payment, assume any sustained by any one person. obligation, or incur any expense, other than for The Limits of Insurance of this Coverage Part apply first aid,without our consent. separately to each consecutive annual period and to 3. Legal Action Against Us any remaining period of less than 12 months, starting No person or organization has a right under this with the beginning of the policy period shown in the Coverage Part: Declarations, unless the policy period is extended after issuance for an additional period of less than 12 a. To join us as a party or otherwise bring us into a months. In that case, the additional period will be "suit'asking for damages from an insured;or deemed part of the last preceding period for purposes b. To sue us on this Coverage Part unless all of its of determining the Limits of Insurance. terms have been fully complied with. SECTION IV—COMMERCIAL GENERAL LIABILITY A person or organization may sue us to recover on CONDITIONS an agreed settlement or on a final judgment 1. Bankruptcy against an insured; but we will not be liable for damages that are not payable under the terms of Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations this Coverage Part or that are in excess of the under this Coverage Part. applicable limit of insurance. An agreed settlement means a settlement and release of liability signed 2. Duties In The Event Of Occurrence, Offense, Claim by us, the insured and the claimant or the Or Suit claimant's legal representative. a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses;and CG 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 11 of 16 INS(kl ED COPY Policy Number:TCP7O2275413 4. Other Insurance (3) When this insurance is excess over other If other valid and collectible insurance is available insurance, we will pay only our share of the to the insured for a loss we cover under Coverages amount of the loss, if any, that exceeds the A or B of this Coverage Part, our obligations are sum of: limited as follows: (a) The total amount that all such other a. Primary Insurance insurance would pay for the loss in the absence of this insurance;and This insurance is primary except when (b) The total of ail deductible and self-insured Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless amounts under all that other insurance. any of the other insurance is also primary. Then, (4) We will share the remaining loss, if any, with we will share with all that other insurance by the any other insurance that is not described in method described in Paragraph c. below. this Excess Insurance provision and was not b. Excess Insurance bought specifically to apply in excess of the Limits of Insurance shown in the Declarations (1) This insurance is excess over: of this Coverage Part. (a) Any of the other insurance, whether c. Method Of Sharing primary, excess, contingent or on any other basis: If all of the other insurance permits contribution by equal shares, we will follow this method also. (i) That is Fire, Extended Coverage, Under this approach each insurer contributes Builder's Risk, Installation Risk or equal amounts until it has paid its applicable limit similar coverage for'your work"; of insurance or none of the loss remains, (ii) That is Fire insurance for premises whichever comes first. rented to you or temporarily occupied If any of the other insurance does not permit by you with permission of the owner; contribution by equal shares, we will contribute (Ili) That is insurance purchased by you to by limits. Under this method, each insurer's cover your liability as a tenant for share is based on the ratio of its applicable limit "property damage" to premises rented of insurance to the total applicable limits of to you or temporarily occupied by you insurance of all insurers. with permission of the owner;or 5. Premium Audit (iv) If the loss arises out of the a. We will compute ail premiums for this Coverage maintenance or use of aircraft, "autos" Part in accordance with our rules and rates. or watercraft to the extent not subject to Exclusion g. of Section I — b. Premium shown in this Coverage Part as Coverage A — Bodily Injury And advance premium is a deposit premium only. At Property Damage Liability. the close of each audit period we will compute the earned premium for that period and send (b) Any other primary insurance available to notice to the first Named Insured. The due date you covering liability for damages arising for audit and retrospective premiums is the date out of the premises or operations, or the shown as the due date on the bill. If the sum of products and completed operations, for the advance and audit premiums paid for the which you have been added as an policy period is greater than the earned premium, additional insured. we will return the excess to the first Named (2) When this insurance is excess, we will have Insured. no duty under Coverages A or B to defend c. The first Named Insured must keep records of the insured against any "suit" if any other the information we need for premium insurer has a duty to defend the insured computation, and send us copies at such times against that "suit". If no other insurer defends, as we may request. we will undertake to do so, but we will be entitled to the insured's rights 6 Representations against all those other insurers. By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; Page 12 of 16 ©Insurance Services Office, Inc., 2012 CG 00 01 0413 INSURED COPY Automobile Liability Policy No: TCP702275413 4. Loss Payment—Physical Damage 5. Other Insurance Coverages a. For any covered "auto" you own, this At our option,we may: Coverage Form provides primary a. Pay for, repair or replace damaged or insurance. For any covered"auto"you don't stolen property; own, the insurance provided by this Coverage Form is excess over any other b. Return the stolen property, at our expense. collectible insurance. However, while a We will pay for any damage that results to covered "auto" which is a "trailer" is the"auto"from the theft; or connected to another vehicle, the Covered c. Take all or any part of the damaged or Autos Liability Coverage this Coverage stolen property at an agreed or appraised Form provides for the"trailer"is: value. (1) Excess while it is connected to a motor If we pay for the "loss", our payment will vehicle you do not own;or include the applicable sales tax for the (2) Primary while it is connected to a damaged or stolen property. covered"auto"you own. 5. Transfer Of Rights Of Recovery Against b. For Hired Auto Physical Damage Coverage, Others To Us any covered "auto" you lease, hire, rent or If any person or organization to or for whom we borrow is deemed to be a covered "auto" make payment under this Coverage Form has you own. However, any "auto" that is rights to recover damages from another, those leased, hired, rented or borrowed with a rights are transferred to us. That person or driver is not a covered"auto". organization must do everything necessary to c. Regardless of the provisions of Paragraph secure our rights and must do nothing after a. above, this Coverage Form's Covered "accident"or"loss"to impair them. Autos Liability Coverage is primary for any B. General Conditions liability assumed under an "insured contract". 1. Bankruptcy d. Bankruptcy or insolvency of the"insured"or the When this Coverage Form and any other "insured's" estate will not relieve us of any Coverage Form or policy covers on the obligations under this Coverage Form. same basis, either excess or primary, we will pay only our share. Our share is the 2. Concealment,Misrepresentation Or Fraud proportion that the Limit of Insurance of our This Coverage Form is void in any case of Coverage Form bears to the total of the fraud by you at any time as it relates to this limits of all the Coverage Forms and Coverage Form. It is also void if you or any policies covering on the same basis. other "insured", at any time, intentionally 6. Premium Audit conceals or misrepresents a material fact a. The estimated premium for this Coverage concerning: Form is based on the exposures you told us a. This Coverage Form; you would have when this policy began. We b. The covered"auto"; will compute the final premium due when we determine your actual exposures. The c. Your interest in the covered"auto";or estimated total premium will be credited d. A claim under this Coverage Form. against the final premium due and the first 3. Liberalization Named Insured will be billed for the If we revise this Coverage Form toprovide balance, if any. The due date for the final g premium or retrospective premium is the more coverage without additional premium date shown as the due date on the bill. If charge, your policy will automatically provide the estimated total premium exceeds the the additional coverage as of the day the final premium due, the first Named Insured revision is effective in your state. will get a refund. 4. No Benefit To Bailee—Physical Damage b. If this policy is issued for more than one Coverages year, the premium for this Coverage Form We will not recognize any assignment or grant will be computed annually based on our any coverage for the benefit of any person or rates or premiums in effect at the beginning organization holding, storing or transporting of each year of the policy. property for a fee regardless of any other provision of this Coverage Form. CA 00 01 10 13 ©Insurance Services Office, Inc., 2011 Page 9 of 12 POLICY NUMBER:TCP702275413 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: Endorsement Effective Date: SCHEDULE Name Of Person(s)Or Organization(s): 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:TCP702275413 g. All interest on the full amount of any judgment So long as the above conditions are met, that accrues after entry of the judgment and attorneys' fees incurred by us in the defense of that before we have paid,offered to pay,or deposited indemnitee, necessary litigation expenses incurred in court the part of the judgment that is within the by us and necessary litigation expenses incurred by applicable limit of insurance. the indemnitee at our request will be paid as These payments will not reduce the limits of Supplementary Payments. Notwithstanding the insurance. Coverage A — Bodily Injury And Property Damage provisions of Paragraph 2.b.(2) of Section I — 2. If we defend an insured against a "suit" and an 9 Liability, such payments will not be deemed to be indemnitee of the insured is also named as a party to damages for "bodily injury" and "property damage" the "suit", we will defend that indemnitee if all of the and will not reduce the limits of insurance. following conditions are met: Our obligation to defend an insured's indemnitee a. The "suit" against the indemnitee seeks damages and to pay for attorneys' fees and necessary for which the insured has assumed the liability of litigation expenses as Supplementary Payments the indemnitee in a contract or agreement that is ends when we have used up the applicable limit of an "insured contract"; insurance in the payment of judgments or b. This insurance applies to such liability assumed settlements or the conditions set forth above, or the by the insured; terms of the agreement described in Paragraph f. c. The obligation to defend, or the cost of the above,are no longer met. defense of, that indemnitee, has also been SECTION II-WHO IS AN INSURED assumed by the insured in the same 'insured 1. If you are designated in the Declarations as: contract"; a. An individual, you and your spouse are insureds, d. The allegations in the "suit" and the information but only with respect to the conduct of a we know about the"occurrence"are such that no business of which you are the sole owner. conflict appears to exist between the interests of the insured and the interests of the indemnitee; b. A partnership or joint venture, you are an insured. Your members, your partners, and their e. The indemnitee and the insured ask us to spouses are also insureds, but only with respect conduct and control the defense of that to the conduct of your business. indemnitee against such "suit"and agree that we can assign the same counsel to defend the c. A limited liability company, you are an insured. insured and the indemnitee;and Your members are also insureds, but only with respect to the conduct of your business. Your f. The indemnitee: managers are insureds, but only with respect to (1) Agrees in writing to: their duties as your managers. (a) Cooperate with us in the investigation, d. An organization other than a partnership, joint settlement or defense of the"suit"; venture or limited liability company, you are an (b) Immediately send us copies of any insured. Your "executive officers" and directors demands, notices, summonses or legal are insureds, but only with respect to their duties papers received in connection with the as your officers or directors. Your stockholders "suit"; are also insureds, but only with respect to their liability as stockholders. (c) Notify any other insurer whose coverage e. A trust, you are an insured. Your trustees are is available to the indemnitee;and also insureds, but only with respect to their (d) Cooperate with us with respect to duties as trustees. coordinating other applicable insurance available to the indemnitee;and (2) Provides us with written authorization to: (a) Obtain records and other information related to the"suit";and (b) Conduct and control the defense of the indemnitee in such 'suit". CG 00 01 0413 ©Insurance Services Office, Inc., 2012 Page 9 of 16 INSW ED COPY • WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 06 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA 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_%of the California workers'compensation premium otherwise due on such remuneration. Schedule WAIVER OF SUBROGATION IN FAVOR OF City of Huntington Beach,its officers, elected or appointed officials, employees,agents and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas&Associates AS REQUIRED BY WRITTEN CONTRACT. Person or Organization City of Huntington Beach,its officers,elected or appointed officials, employees,agents and volunteers 2000 Main Street Huntington Beach, CA 92648 Job Description Notes: 1. This endors ement may be used to waive the companys right of subrogation against named third parties who may be responsible for an injury. 2. The sentence in( )is optional with the company. It limits the endorsement to apply to specific jobs of the insured,and only to the extent that the insured is required to obtain this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective 07(01/2026 Policy No.WC 051661507 CA Endorsement No. Insured Insurance Company MU Insurance Company ADP TotalSource DE IV,Inc. 5800 Windward Parkway Alpharetta,GA 30005 L/C/F: Hinderliter de Llamas&Associates 120 S State College Blvd Suite 200 Brea,CA 92821 Countersigned by �wr- a.L O1998 by the Workers'Co mpensatlon Insurance Rating Bureau of California.All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual®2001.