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Home My Public Portal AboutC-18-024 - BRI Consulting Group, Inc. Amendment No. 1, Audit Services for Oil IndustryAMENDMENT NO. l TO AGREEMENT FOR CONTRACT SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment") by and between the CITY OF CARSON, a California municipal corporation ("City") and BRI CONSULTING GROUP INC., a Texas corporation ("Consultant") is effective as of the 14th day of June, 2019. Cli 1 RECITALS A. City and Consultant entered into that certain Agreement for Contract Services dated June 15, 2018 ("Agreement") whereby Consultant agreed to provide auditing services for the Oil Industry Business License Tax. B. City and Consultant now desire to amend the Agreement to extend the term of the Agreement, revise the scope of work, and increase the total compensation for the work by $105,000. TERMS 1. Contract Changes. The Agreement is amended as provided herein. (a) Section 2.1, Contract Sum, is hereby revised as follows (additions in bold italics, deletions in stfi eth..^,,g ): Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Hundred and Forty -Five Thousand Dollars ($245,000) One 14ti dfea And Fef4y Thousand Dellars ($140,9" (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. (b) Section 3.4, Term, is hereby revised as follows (additions in bold italics, deletions in sirs eilif.,..g ): Unless earlier terminated in accordance with Article 7 of this Agreement, the Agreement shall continue in full force and effect until Jure 30, 2020 one (1) years fr-em the date her-eef-, emeept as ether -wise provided i *the-Sehed er-fannanee (Pxhibil (c) Exhibit A, Scope of Services, is hereby revised to the include the Additional Scope of Services attached hereto as Exhibit 1. 01007 00011624363 1 (d) Exhibit C, Schedule of Compensation, is amended as follows: (i) The Subbudgets in Section I for Phillips 66 and Andeavor/Marathon are each increased to $90,000. Subbudgets of $20,000 each are added for Equilon and Kinder Morgan. The total budget is increased to $245,000. (ii) Section IV is revised to read as follows: "The total compensation for the services shall not exceed $245,000 as provided in Section 2.1 of this Agreement." 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01007.0001 /624363 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATT Donesla Gause-Aldana, City Clerk AFF VEDTO FORM: A SHIRE nYNDER, LLP Em CITY: ARbble SON, a M yor wr � CONSULTANT: orporation BRI CONSULTING GROUP, INC., a Texas corporation By. moi/ Name: Keith R. McCarthy Title: President r~ By: W41L4 d1t_*_M Name'. ' -Meredith A. McCarthy Title: Corporate Secretary Address: 1616 S. Voss Rd. # 845 Houston, TX 77057 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and Z) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01007.00011624363.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed I the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES ��1�11 ��Orn1 UA cli 2020 before meY � e}s R. �Cr�� - p ovally appeared roved to me on the basis o satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my ha and officials I. VITA DOUGHERTY SNotary Public, State of Texas Signature: Comm. Expires 03-23-2023 OF`� 17f114ti� Notary ID 130162964 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.00011624363.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF L05 ANGELES v�i j� mp,� 1 N {� n On Va ol$ 2020 before me '' L'I�� W`"Pe `QU l rt . ! V `C ✓ l.� �_, _ onaliy appeared ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in histherltheir authorized capacity(ies), and that by hislherltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. VITA DOUGHERTY �� ' �•� Notary Public, State of Texas j !w..N; Comm. Expires 03-23-2023 Signature: �Ih .�;.� Setif Notary ID 130162964 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER 01007 00011624363.1 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNERS OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007 00011624363.1 TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNERS OTHER THAN NAMED ABOVE EXHIBIT 1 ADDITIONAL SCOPE OF SERVICES Consultant shall perform the following work in addition to the Scope of Services provided in Exhibit A of the Agreement: Marathon and Phillips 66 — Consultant will work with and advise City, as directed by City staff, to address the disagreement between City, Marathon, and Phillips 66 regarding the calculation of the Oil Industry Business License Tax (OIBLT). This scope of work may include assisting City with revisions to City ordinances governing the tax. The scope of work may also include auditing OIBLT tax returns from July 1, 2018, through December 31, 2019, but only if directed by City staff in writing. Such audits shall be consistent with the scope of work provided in Exhibit A of the Agreement. Equilon and Kinder Morgan — Consultant shall perform the same scope of work as provided in Exhibit A of the Agreement for Equilon and Kinder Morgan, except that the Consultant shall audit OIBLT tax returns filed from December 1, 2017, through December 31, 2019. Apportionment Issues — Address disagreements between the City and taxpayers regarding the proper apportionment of Gross Receipts and application of the OIBLT. Work with the City Attorney to craft appropriate amendments to the tax legislation to avoid future disputes between the City and taxpayers regarding the proper apportionment of Gross Receipts and application of the OIBLT. 01007.0001/624363 1 • ►� � � � rill' 0 ACOREP CERTIFICATE OF LIABILITY INSURANCE y2112ozO DATE {MMIDDIYYYY) �� 01!1612020 THIS CERTIFICATE 1S 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: 11 the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. It 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 ondorsomenl(s). PRODUCER CONTACT Darla Prudhomme NAME Insgroup Inc PNONE (713j541-7272 FAX (713j772-5224 AfC No . �. AIC, No 5151 San Felipe 241h Floor EMAIL rou DPrudhomme ins net ADDRESS. g P INSURERIS) AFFORDING COVERAGE MAIC a DA AGE TO RENTE Q PREMISrS Ea occunence S 300 000 Houston TX 77056 INSURER A Travelers CasualtyBSurety Of I 19046 INSURED INSURER 13: Travelers Property Casualty AM 25674 Bri Consulting Group Inc INSURER C . 1616 S Voss Rd INSURER D: Ste 645 INSURER E Houston TX 77057 INSURER F: COVERAGES CERTIFICATE NUMBER: 19.20 MASTER REVISION NLIMRFR: HEIS IS !O CFRTIFY THAT LITE POLICIES OF INSURANCE I ISTEO BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INOICAII:D NOTWITIISTANDING ANY REQUIREMENT, IF RM OR CONDITION OF ANY CON TRACI OR OWER DOCUMENT WITH RESPECTTO WIHC)I THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE: INSURANCEAFFORDED BYTHE POLICIES DE-SCRIBE13 HEREIN IS SUBJLCTIOALL THE TERMS EXCLUSIONSAND CONDITIONS OF SUCH POL ICEES. L IMITS SHOWN MAY HAVE BEEN REDUCE D BY PAID CLAIMS INSR I LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF EM 1YYYY POLICY EXP MMIDDIYYYY LIMITS Houston Tx 77357 X COMMERCIAL GENERALLIABILITY CLAIMS -MADE FX OCCUR EACHOCCUNRLNCE S 1000,000 DA AGE TO RENTE Q PREMISrS Ea occunence S 300 000 MED EXP (Any one person) S 5 000 PERSONAL dADV INJURY S 1000000 A 660-BF574952-19.42 06/0112019 06101/2020 GEN I. AGGREGATE LIMIT APPUr. S PE R X r+Oticv1:1 z JECT El LOC GENFRAL AGGREGATE S 2.000000 PRODUCTS COMPIOPAGG S 2.000000 S OTHER AUTOMORME I IAUILiTY COMBINED SINGLE L IMIT S 1.000,000 (Ed accident aODILY INJURY (Per person) S ANY AUIO A OWNED ScHruutlal AWOSONIY AU IDS 860-6f57495219-42 06101/2019 0610112020 BODILYINJURYcPera=denll S X HIRED �/ NON OWNCD AU 10S ONI Y AUTOS ONLY PROPCI1 rY UAMAGE I>er student S 3 X UMBRELLA LIAS X OCCUR EACH OCCURRLNCC y 5.000.000 B EXCESSLIIAB CLAIMS MADE CUP -8F577757 19-42 06/01/2019 06/01/2020 AGGFIFGAfE y 5.000.000 n1.0 RETENTION S 10 000 X S WORKERS COMPENSATIONPER OTH. AND EMPLOYERS' LIABILITY YIN SIAFU FiP ER £L CACti ACCIDENT S ANY PROPRIO IORIPARTNCRIEX EC UTIVE ❑ 01 FIC/.-R;MEMDER EXCLU0k D7 NIA E L DISEASE CA EMPLOYE[ S {Mandatory m NH) If yes describe under Ft- DISEASE POLICY LIMIT $ OF SC Ii IP IION OF OPERATION below DESCRIPTION OF OPERATIONS r LOCATIONS r VEHICLES {ACORD 101 Additional Remarks Schedule, may ba attached if mom apace is required) The General Liability policy Includes a blanket additional Insured endorsement that provides additional insured status when there is a written contract between the named insured and the additional Insured that requires such status POLICIES COVER THE US AND I TS TERRITORIES AND CANADA The General Liability policy Includes a blanket waiver of subrogation endorsement that provides this feature only to the person or organization for whom the named insured has agreed In a written contract that requires such status The Umbrella policy follows form over the General Liability CERTIFICATE HOLDER CANCFI I ATinN iD 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CPVF III South Voss LLC ACCORDANCE WITH THE POLICY PROVISIONS. Vo CapRldge, Management Inc AUTHORIZED REPRESENTATIVE 1616 S Voss Suite 220 Houston Tx 77357 iD 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00071425 LOC #: A�ORO® ADDITIONAL REMARKS SCHEDULE Page AGENCY insgroup Inc NAMED INSURED fla Consulling Group Inc POLICY NUMDER CARRIER NAIC CDDE EFFECnVE DATE, AUUITIL)NAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Cert0icale of Liability Insurance The Umbrella policy follows form over the General Liability. 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds .. . .I - . 1i°,.. 11r..3 I1r I iI . , Insvr r`l1 b1ulI Iple Il i9CS I OFAPPINF (0212007) COPYRIGHT 2007. AMS SERVICES INC I COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended to include as an insured any person or organiza- tion (called hereafter "additional insured") whom you have agreed in a written contract, executed prior to loss, to name as additional insured, but only with respect to liability arising out of "your work" or your ongoing operations for that addi- tionai insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tional Insureds the following conditions apply: a. Limits of Insurance - The following limits of liability apply: 1. The limits which you agreed to provide; or 2. The limits shown on the declarations, whichever is less. b. This insurance is excess over any valid and collectible insurance unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily injury," "property damage," "per- sonal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: 1. The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and 2. Supervisory, inspection or engineering services. CG D1 05 04 94 Copyright, The Travelers Indemnity Company, 1994. Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc_ COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR SMALL BUSINESSES - TEXAS This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only, Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured - Unnamed Subsidiaries B. Who Is An Insured - Newly Acquired Or Formed Limited Liability Companies PROVISIONS A. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION II - WHO IS AN INSURED' Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an Insured under similar other insurance. No such subsidiary is an insured for "bodily Injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed. a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II -- Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; C. Incidental Medical Malpractice D. Blanket Waiver Of Subrogation c. A trust: as Indicated in its name or the documents that govern its structure. B. WHO IS AN INSURED - NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES 1. The following replaces the first sentence of Paragraph 3. of SECTION II - WHO IS AN INSURED: Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%. will qualify as a Named Insured if there is no other similar insurance available to that organization. 2. The following replaces the last sentence of Paragraph 3. of SECTION II - WHO IS AN INSURED: For the purposes of Paragraph 1. of Section II - Who Is An Insured, each such organization will be deemed to be designated in the Declarations as, a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; b. An organization other than a partnership, joint as indicated in Its name or the documents venture or limited liability company: or that govern its structure. CG F9 43 02 19 ® 2018 The Travelers Indemnity Company All rights reserved Pagel of 2 Includes copyr ghted material of Insurance Services Office, Inc with Its permission COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section_ b. An act or omission committed in providing or failing to provide "Incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the fast paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a). (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational therapist or occupational therapy assistant, physical therapist or speech- language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" t or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph S. of SECTION III -- LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed In providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence" 4. The following exclusion is added to Paragraph 2.. Exclusions, of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. S. The following is added to the DEFINITIONS Section_ "Incidental medical services" means. a. Medical, surgical, dental, laboratory, x ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages-, or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 5. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance. whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section 11 - Who Is An Insured D. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8.. Transfer Of Rights Of Recovery Against Others To Us. of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement - Page 2 of 2 iM 2018 The Trave'ers Indemnity Company All rights reserved CG F9 43 02 19 Includes copyrighted matenal of Insurance Services Office. Inc Wh its permission Markel Insurance Company III MARKEL' PROFESSIONAL LIABILITY INSURANCE DECLARATIONS Claims Made and Reported Coverage: The coverage afforded by this policy is limited to liability for only those Claims that are first made against the Insured during the Policy Period or the Extended Reporting Period, if exercised, and reported to Markel Insurance Company during the Policy Period or the Extended Reporting Period, if exercised, or within 60 days after the expiration of the Policy Period or the Extended Reporting Period, if exercised. Notice: This policy contains provisions that reduce the Limits of Liability stated in the policy by the costs of legal defense and permit legal defense costs to be applied against the deductible, unless the policy is amended by endorsement. Please read the policy carefully, POLICY NUMBER: ME01242-1 RENEWAL OF POLICY- MG850972 NAMED INSURED: BRI Consulting Group Inc. BUSINESS ADDRESS: 1616 S Voss Rd Suite 845 Houston, TX 77057 POLICY PERIOD: From 06/0812019 to 06/08/2020 12:01 A.M. Standard Time at address of Insured staled above. IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, THE COMPANY AGREES WITH THE NAMED INSURED TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. 1, PROFESSIONAL SERVICES: Oil and gas auditing for the energy industry 2. LIMITS OF LIABILITY Professional Liability Coverage A. Each Claim: B. Policy Aggregate - Additional Payments A. Contingent Bodily Injury And Property Damage B. Pollution C. Pre -Claim Assistance Expenses D. Sexual Abuse E. Third Party Discrimination Supplementary Payments A. Disciplinary Proceeding B. Loss Of Earnings And Expense Reimbursement C. Public Relations Expenses D. Subpoena And Record Request Assistance Producer Number, Name and Mailing Address 55263 AmWINS Brokerage 600 University Street Seattle, WA, 98101 MDST 1000 07 17 $1,000,000 $1,000,000 $100,000 $10,000 $20,000 $10,000 $25,000 $25,000 per Policy Period $10,000 $5,000 $5,000 Page 1 of 2 3. DEDUCTIBLE A. Each Claim: B. Aggregate: 4. RETROACTIVE DATE: 06/08/2018 5. PREMIUM RATE- Flat 6. PREMIUM FOR POLICY PERIOD Minimum: Deposit: Adjusted Annual Premium: $2,500 $7,500 PREMIUM BASE.: $2,800,000 $400.00 $3,745.00 $3745.00 7. PREMIUM PERCENTAGE FOR EXTENDED REPORTING PERIOD: 100%;125%;150%:175%;200%, 250% or 325%, of the total annual premium, respectively ADDITIONAL PERIOD: 12 months, 24 months: 36 months, 48 months; 60 months; 72 months, Unlimited 8. FORMS AND ENDORSEMENTS ATTACHED AT POLICY INCEPTION: See MDIL 1001 attached. These declarations, together with the Coverage Form and any Endorsement(s), complete the above numbered policy. Countersi ned:06113/2019 (Dale) By 1 C C&JZ_ Authorized Re resentative Si nature MDST 1000 07 17 Page 2 of 2 Tpexasmutuar WORKERS' COMPENSATION INSURANCE Workers' Compensation and Employer's Liability Policy NCCI Camer Codo• 29939 Item 1 Insured name and address Producer 13563 Item 2 Item 3 Item 4 Information Page Insured copy 13RI CONSULTING GROUP INC Policy number 1616 S VOSS RD STE 845 1IOUSTON TX 77057-2636 0001 254335 Other workplaces not shown above Federal tax 10 Entity See Schedule of Operations attached. 760413306 Corporation Interim adjustment Annual JACK T WALLACE Branch URA: JACK WALLACE INS AGCY 3405 MERCER ST Houston HOUSTON TX 77027-0507 Renewal of 0001254335 The policy period is from. 111120 To: 111/21 12.01 a m. standard time at the insured's mailing address A. Workers' Compensation Insurance- Part One of the policy applies to the Workers' Compensation Law of the states listed here: Texas B. Employers Liability Insurance. Part Two of the policy applies to work in each state Iisted in item 3A The Limits of our Liability under Part Two are, Bodily Injury by Accident $1,000.000 00 Each Accident Bodily Injury by Disease $1,000,000 00 Policy Limit Bodily Injury by Disease $1.000,000 00 Each Employee C. Other States Insurance: Part Three of the policy applies to the states, if any, listed here, None D. This policy includes these endorsements and schedules: see Schedule of Endorsements attached. The premium for this policy will be determined by our manuals of Rules, Classifications, Rales and Rating Plans. All Information required below is subject to verification and change by audit Payroll Premium Total payroll and estimated manual premium $690,000.00 $1,65600 Description Factor Amount Waiver of Subrogation 33.00 Increased Limits Factor 1,000,000/1,000,00011 000,000 0.014 2300 Increased Limits Balance to Minimum Premium ($150) 12700 Premium Incentive For Small Employer Modifier 0850 (27600) Schedule Modifier 000 Expense Constant 15000 Total estimated annual premium S1,713.00 Minimum premium $158.00 Issue data: 12120/19 Counters geed by likiuchyaw{tyi?ybtmututlnxorthe Nntimar::ourr.:xunCumpwsatmihisusasmu r;uutdvAt aspennissmi xx:f1}Iynghl it 7U Naxl[IItW rCelnl''.x n1 CotnQwtw!17f1 In8x1Ia71W Inc AIt nghta rnasrVed PO Box 12058, Austin, TX 78711-2058 1 ul texasmutual.com 1 (800) 859-5995 J Fax (800) 359-0650 WC 00 00 018 Tpexasmutuar WORKERS' COMPENSATION INSURANCE Workers' Compensation and Employer's Liability Policy Extension of Information Page Policy number Issue date Policy period Item 1: Locations Insured copy 0001254335 12120/19 917120 to 111127 Location Address 000131 BRI CONSULTING GROUP INC 1616 S VOSS RD STE 845 HOUSTON, TX 77057-2638 Effective 111120 Expires 111!21 This endorsement changed tho policy to which it is attached effective on the Inception date of the policy un'ess a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy) This endorsement, effective on 9!1120 at 12:01 a.m. standard lime, forms a part of - Policy no. 0001254335 of Texas Mutual Insurance Company effective on 111120 Issued to: BRI CONSULTING GROUP INC This is not a bill NCCI Carrier Code 29939 Authorized representative 12X/19 PO Box 12058, Austin, TX 78711-2058 1 of 1 texasmutual.com 1 (800) 859 5995 - Fax (800) 359-0650 WC 00 00 01 B -LOGS Tpexasmutuar WORKERS' COMPENSATION INSURANCE Workers' Compensation and Employer's Liability Policy Policy number Issue data Policy period 0001254335 12/20/19 1/1120 to 111121 Class codes for primary named insured State Location Code Classification 111120 to 111121 42 00001 8610 Clerical Office Employees NOC 0 850 Estimated manual premium 0930 Blanket Waiver: ALL TEXAS OPE=RATIONS 1.000 01101/2020 - 01/01/2021 9812 Increased Limits Factor 1,000,00011,000,00011,000,000 9848 Increased Limits Balance to Minimum Premium (5150) 9885 Premium Incentive For Small Employer Modifier 9889 Schedule Modifier 0900 Expense Constant Total payroll and Texas total premium Schedule of Operations Item 4: Premium Calculation Insured copy Premium basis Rata par total estimated $100 of Estimated annual remuneration remuneration annual premium 690,000.00 0.240 1,656 00 $1,656.00 0 020 3300 0.014 2300 1.000 127.00 0 850 (276 00) 1.000 000 1.000 15000 $690,00000 $1,71300 This endorsement changes the policy to which it is attached effecllve on the inception date of the policy unless a different dale is indicated below. (The following "attaching clause" need be completed only when this endorsement is Issued subsequent to preparation of the policy.) This endorsernent effective on 111120 at 12:01 a.m. standard time, forms a part ol: Policy no. 0001254335 of Texas Mutual Insurance Company effective on 1/1120 Issued to- BRI CONSULTING GROUP INC This is not a bill NCCI Carrier Code: 29939 Authorized representative lzrzo/l9 PO Box 12058, Austin, TX 78711-2058 1 of 1 lexasmutual.com ! (800) 859-59951 Fax (800) 359-0650 WC 00 00 01 B -CALL Tpexasmutuar WORKERS' COMPENSATION INSURANCE Workers' Compensation and Employer's Liability Policy Extension of information Page Policy number Issue data Policy period 0001254335 12/20/19 1!1120 to 1!1121 State Endorsement 42 TM LRC 2008 42 TM MV 2011 42 TM PC 2003 42 WC 00 00 00 C 42 WC 00 00 01 B 42 WC 00 01 15 42 WC 00 04 06 42 WC 00 04 14 A 42 WC 00 04 22 B 42 WC 42 03 01 1 42 WC 42 03 04 B 42 WC 42 03 08 42 WC 42 04 07 Description Item 3: Endorsement Schedule Insured copy Limited Reimbursement for Texas Employees Injured in Other Jurisdictions Mutuals - Membership and Voting Notice Policy Conditions Endorsement Policy Conditions Form Policy Coverage Document (Declarations Page) TRIPRA Endorsement Premium Discount Endorsement Notification of Change in Ownership Endorsement Terrorism Risk Insurance Act Coverage Endorsement Texas Amendatory Endorsement Blanket Texas Waiver of Our Right To Recover from Others Endorsement Partners, Officers and Others Exclusion Endorsement Texas -Audit Premium and Retrospective Premium Endorsement This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below (rhe lollowing "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the pot cy ) Thls endorsement, effective on V1120 at 12:01 a.m. standard time. Forms a part of Policy no. 0001254335 of Texas Mutual Insurance Company effective on 111120 Issued to: BRI CONSULTING GROUP INC This is not a bill NCCI Carrier Code: 29939 PO Box 12056, Austin, TX 78711-2058 1 of 1 texasmutual corn 1 (800) 859-5995 1 Fax (800) 359-0650 Authorized representative 12r10119 WC 00 00 01 B -ENDS