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HomeMy Public PortalAboutC-17-010 - HDL Software, LLC Amendment No. 1, Business License SoftwareAMENDMENT NO. 1 TO AGREEMENT FOR CONTRACT SERVICES O THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment") by and between the CITY OF CARSON, a California municipal corporation ("City"), and HDL SOFTWARE, LLC, a California limited liability company ("Consultant"), is entered into effective as of the day of June, 2020. RECITALS A. City and Consultant entered into that certain Agreement for Contract Services dated June, 2017 ("Aueement") whereby Consultant agreed to provide Citv software for the Citv to manage and track business license applications, calculate business tax and regulatory fees, print tax certificates and permits, and manage false alarm responses and fines. B. The software provided to the City under the Agreement consists of two separate modules, one for "Business License Software" and another for "False Alarm Billing Software." C. The Agreement expires June 30, 2020 but Section 3.4 of the Agreement allows the City to extend the Agreement term for two (2) additional one-year terms. D. City and Consultant now desire to amend the Agreement to reflect City's exercise of the first of its two one-year options to extend the term of the Agreement for one year, from July 1, 2020 through June 30, 2021 ("First Option Period"). E. The Contract Sum of $95,745, which covers the total compensation to be paid Consultant for the entirety of the Agreement term plus the two (2) additional one-year terms, ::gas computed based on an initial amount of $15,683 for Fiscal Year 2017-18 ($11,673 for the Business License Software and $4,010 for the False Alarm Billing Software), and incorporates annual Consumer Price Index ("CPI") increases for each subsequent fiscal year including both one-year extension periods. F. On May 8, 2019, the City and Consultant entered into a change order ("Change Order") pursuant to Section 1.8 of the Agreement, for installation of a "New Application" Web Module and related work that enhanced the functionality and value of the Business License Software. G. Under the Change Order, the City was to pay a one-time cost for the "New Application" Web Module of $5,000, along with an annual use fee for the "New Application" Web Module in an amount of $1,500 plus any annual CPI increases starting from Fiscal Year 2020-21. H. Due to the Covid-19 worldwide pandemic that is causing the City financial distress, Consultant has agreed to decrease the Contract Sum attributable to the First Option Period by waiving any CPI increases associated with the Business License Software and the Change Order, thereby decreasing compensation during the First Option Period from whatever amount that would have reflected an increase in CPI attributable to both the Business License Software and the Change Order, to $17,955.87. The Contract Sum, which is a not to exceed amount, will not be impacted. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text in bold italics and deleted text in t+ikethfo gli) A. Section I of Exhibit "A" of the Agreement, "Scope of Services," is hereby amended by adding Subsection G, as follows, to reflect the additional services set out in the Change Order: "G. Consultant shall install a "New Application" Web Module and provide related work that enhances the functionality and value of the Business License Software, and allow for 1/2 day of online training for City staff. Consultant shall also configure email functionality and templates. Such work does not include any custom sofhvare programing to tate existing Business License Software. " B. Section I of Exhibit `B" of the Agreement, "Special Requirements," is hereby amended to read in its entirety as follows: Section 3.4, "Term," is hereby amended to read as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, tine term of this Agreement shall continue in full force and effect until completion of the services but no later than June 30, 2021 which is four (4) not &Eeeedin wee -(3.) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D" ). City, in its sole discretion, may extend the term for one (1) twe-(2) additional ene-year *erms the fifst eilensi endifig E)R june 30, 2027 and the n,,. end ending on June 30, 2022." C. Exhibit "C" of the Agreement, "Schedule of Compensation," is hereby replaced in its entirety with Exhibit "C" of this Amendment, attached hereto and incorporated herein by this reference. 2. Continuing Effect of Agreement. Except as amended by this Amendment, 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 01,1 * tions they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Amendment 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 Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] IN WrFNESS WHEREOF, the parties hereto have executed. this Amendment on the date i. .11�_� � t _ �. E � ► it Sunny K. Soltam, CityAttorney (ri l) CIT`ar IN, a - siiipai CU iGratiCiri Bert Nobles, Mayor CONSULTANT: HDL SOFTWARE, LLC, a Cgi ft is loffited liability company fin By: / T Name: Richard Park Title: Chief Financial Officer Address: 120 S State College Blvd., Suite 200 Brea, CA 92821 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 2) 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. EYUMIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: FY 0* RATE TIAM SUB BUD A. Business Lieense- $2948.25 Quarterly S11,673 Softwar B. Fnise Alarm Billing X882:58 Quarterly $4,010 Software TVTA T FY 17 18 e'3 7 Fiscal Business FalseAlarm Billing "New Application" Total Year License Software Web Module User So hvare Fee 2017/18 $11,448.02 $3,855.65 $15,303.67 2018/19 1$11,76742 $3,963.22 $15,730.64 2019/20 $12,215.75 $4,114.22 $16,329.97 2020/21 $12,215.75 $4,240.12 $1,500* $17,955.87 (waived CPI) (waived CPI) 2021/22 $12,215.75 plus TBD accounting $;1500' plus CPI TBD accounting for CPI increase Ifior CPI increase lincrease I CPI increase TOTAL NOT TO EXCEED: $95,745 *There is an additional one-time cost of $5, 000 for the New Application Web Module which is part of the Change Order. This cost has been paid by City. AAAmmal Fee Increases: By May 31 of each year of the Term, Consultant will submit a new Schedule of Compensation with the annual fee for the Business License Software, am4 the False Alarm Billing Software, and the New Application Web Module which is part of the Change Order-A*bjeet to in accordance with the increases described below, which must be approved in writing by the Contract Officer. Business License Software: use fees for each successive fiscal year beginning July 1 st will be adjusted annually by the percentage increase of the Consumer Price Index for all urban consumers (CPI -U) in Los Angeles County for the 12 months ending May immediately preceding the successive fiscal year. Each CPI adjustment will not be less than two percent (2%) or greater than ten percent (10%). The software use fee shall also be adjusted to include any amounts paid for any City licenses or permits which were required for this service. False Alarm Billing Software: use fees for each successive fiscal year beginning July 1 st will be adjusted annually by the percentage increase of the Consumer Price Index for all urban consumers (CPI -U) in Los Angeles County for the 12 months ending May immediately preceding the successive fiscal year. Each CPI adjustment will not be less than two percent (2%) or greater than ten percent (10%). The software use fee shall also be adjusted to include any amounts paid for any City licenses or permits which were required for this service. New Application Web Module (from Change Order): use fees for each successive fiscal year beginning July 1st will be adjusted annually by the percentage increase of the Consumer Price Index for all urban consumers (CPI -1) in Los Angeles County for the 12 months ending May immediately preceding the successive fiscal year. Each CPI adjustment will not be less than two percent (2%) or greater titan ten percent (10%). The software use fee shall also be adjusted to include any amounts paid for any City licenses or permits which were required for this service. Compensation for Optional Revenue Audit Services: Optional Audit Services shall be compensated on a contingency basis only, as follows, and will be paid pursuant to quarterly invoices, in accordance with paragraph N, below: 1. Discovery — HdL's fee for performing discovery services shall be a contingency fee of 35% of the revenues received as a result of the service. This fee applies to monies received for the current tax/license period and any other prior period collected, including monies received for taxes, penalties, interest, and fees. (a) City Discovery Discount — HdL's fee for following up on accounts that are identified and confirmed as non-compliant by the City shall be a contingency fee of 25% of the revenues received as a result of the service. This fee also applies to delinquent business license tax accounts referred by the City as failing to make payment or properly renew an existing license. 2. Audit — HdL's fee for performing Audit services shall be a contingency fee of 40% of the revenues received as a result of the service. This fee applies to monies received for the current tax/license period and any other prior period collected, including monies received for taxes, penalties, interest, and fees. 3. Collection — HdL's fee for performing collections services shall be a contingency fee of 25% of the revenues received as a result of the service. This fee applies to monies received for the current tax/license period and any other prior period collected, including monies received for taxes, penalties, interest, and fees. 4. Option to waive tax recovery — City may, at its discretion, elect to waive or reduce the tax recovery for a business. Should the City elect to waive all or a portion of the deficiency identified by HdL, HdL shall be entitled to compensation in the amount of one half (1/2) of the compensation HdL would have otherwise earned on the waived/reduced amount. Deficiencies which are uncollectable due to insolvency or dissolution of the customer, or for deficiencies which are otherwise incapable of collection (e.g. statute of limitations or other legal defense) shall not be considered a voluntary election to waive by the City, and thus Consultant would not be entitled to compensation for these amounts. Compensation — Consultant will withhold its contingency fee from the sums to be remitted to the City. All sums will be remitted to the City no later than at the conclusion of each fiscal quarter. Travel Expenses: Travel and lodging expenses will be billed at cost and apply to all meetings; including process, pre -installation, installation, training, and support. HdL will conserve public funds, and will ensure that any travel costs are reasonable. Travel expenses shall not exceed $3,000 for the entirety of the Term, through June 30, 2022. H. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE. M. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice quarterly. Each invoice is to include: A. Description of type of services provided, including dates/quarters. B. Base contract fee and withheld audit services fee, if applicable, in separate line items. C. Audit service fees, if applicable, will be supported by a detailed report showing individual reviewed tax accounts including, but not limited to, payments, fund transfers, quarter total, and invoiced. V. The total compensation for the Services shall not exceed $95,745 as provided in Section 2.1 of this Agreement. VI. The Consultant's billing rates for all personnel are as follows: Partner Principal Programmer Senior Analyst Analyst $275 per hour $225 per hour $195 per hour $150 per hour $75 per hour ACORO0 1111CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 5/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff Sawyer 2 Park Plaza, Suite 500('C' CONTACT NAME: Audrey Curtis PHONE FAX A/c No Ext: 949.435.7345 A/c No: 949.476.3118 aDORess: acurtis@woodruffsaNmyer.com Irvine CA 92614 INSURER(S) AFFORDING COVERAGE NAIC # Y INSURERA: National Fire Insurance Company of Hartford 20478 5/26/2021 INSURED HDLCOMP-01 Hinderliter de Llamas & Associates HdL Software, LLC. INSURER B: Continental Insurance Company 35289 INSURER C: Continental Casualty Company 20443 INSURER D: Lloyds of London 120 S State College Blvd., Suite 200 Brea CA 92821 INSURER E: Federal Insurance Company 20281 INSURER F: COVERAGES CERTIFICATE NUMBER: 1902005321 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 6056953483 5/26/2020 5/26/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR DAMAGETO S(RENTED PREMISES Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 GEN'L X POLICY PRO - LOC PRODUCTS - COMP/OP AGG $ 2,000,000 1 $ OTHER A AUTOMOBILE LIABILITY Y Y 6056953466 5/26/2020 5/26/2021 COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) $ X ANY AUTO OWNEDONLY AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident $ B X UMBRELLA LIABX OCCUR 6056953502 5/26/2020 5/26/2021 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ $ B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN Y 6056953497 6056677063 5/26/2020 5/26/2020 5/26/2021 5/26/2021 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I I E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Professional Liability/Claim Made MPL1007920 5/26/2020 5/26/2021 Each Claim/Aggregate $2,000,000 C E Cyber Liability Crime 6078657761 82556901 5/26/2020 5/26/2020 5/26/2021 5/26/2021 Cyber Limit $2,000,000 Crime Limit $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City, its officers, employees and agents are included as Additional Insured with respect to General Liability, Auto Liability and coverage is considered Primary and Non -Contributory per attached forms. Waiver of Subrogation applies with respect to General Liability, Auto Liability, Workers Compensation per attached forms. Aw ova The City of Carson, its officers, employees7l d ajelo 701 E. Carson St Carson CA 90745 L;ANL;tLLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CJVA CNA Paramount Additional Insured - Designated Person or Organization Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person Or Organization: The City of Carson, its officers, employees and agents 701 E. Carson St Carson, CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. It is understood and agreed that the section entitled WHO IS AN INSURED is amended with the addition of the following A. The person or organization shown in the Schedule is an Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused in whole or in part, by: the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: 1. in the performance of the Named Insured's ongoing operations; or 2. in connection with premises owned by or rented to the Named Insured. B. However, if coverage for the additional insured is required by written contract or written agreement, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1. coverage broader than required by such contract or agreement; or 2. a higher limit of insurance than required by such contract or agreement. C. The coverage granted by this endorsement does not apply to bodily injury or property damage included within the products -completed operations hazard. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74745XX (1-15) Pagel of 1 PoIUWCompany - CNA Paramount Insured Name: HdL Companies Copyright CNA All Rights Reserved. lollcy No: 6056953483 Endorsement No: TBD Effective Date: 5/27/2020 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CAfA CN A Paramount Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS, it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: With respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured's ongoing operations or your work included in the products -completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Policy N O: 6056953483 CNA75008XX (10-16) Endorsement No: TBD Pagel of 1 Effective Date: 05/26/2020 (CNA) Endo EffectiveDate: 5/27/2020 Insured Name: Hinderliter de Llamas & Associates, HdL Software, LLC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Technology General Liability Extension Endorsement K. Other Person Or Organization/ Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74872XX (1 - 15) Page 5 of 14 Policy No: 6056953483 Endorsement No: 1 Effective: 05/26/2020 Insured Name: Hinderliter, de Llamas & Associates I HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: 6056953466 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: Hindediter de Llamas& Associates Endorsement Effective Date: 5/27/2020 SCHEDULE Name Of Person(s) Or Organization(s): The City of Carson, its officers, employees and agents 701 E. Carson St Carson, CA 90745 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 Covered Autos Liability Coverage in the Business an "insured" for Covered Autos Liability Coverage, but Auto and Motor Carrier Coverage Forms and only to the extent that person or organization qualifies Paragraph D.2. of Section I — Covered Autos as an "insured" under the Who Is An Insured Coverages of the Auto Dealers Coverage Form. provision contained in Paragraph A.1. of Section II — CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: 6056953466 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HindediterdeLlamas &Associates Endorsement Effective Date: 5/27/2020 SCHEDULE Name(s) Of Person(s) Or Organization(s): The City of Carson, its officers, employees and agents 701 E. Carson St Carson, CA 90745 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 CNA 5. Other Insurance Business Auto Policy Policy a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada;and (5) Anywhere in the world if a covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. Form No: CA 00 01 10 13 Policy No: 6056953466 Policy ; Page: 12 of 16 Policy Effective Date:05/26/2020 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL Policy Page: 30 of 75 60606 ® Copyright Insurance Services Office, Inc., 2012 A J_ Workers Compensation WC 04 03 06 (04-1984) 11 1 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 Waiver of Subrogation Percent of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Waiver of Subrogation Person or Organization The City of Carson, its officers, employees and agents 701 E. Carson St Job Description Waiver of Subrogation Job Description Carson, CA 90745 All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 04 03 06 (04-1984) Policy No: 6056953497 Policy Effective Date: 05/26/2020 Policy Page: 1 of 1 ° Copyright 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual ° 2001.