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HomeMy Public PortalAboutC-21-018 - Clifton Larson Allen LLP Amendment No. 3, Independent Audit ServicesAMENDMENT NO.3 TO AGREEMENT FOR CONTRACT SERVICES O THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES a ("Amendment No. 3") by and between the City of Carson, a California municipal corporation ("City") and CliftonLarsonAllen LLP, a Minnesota limited liability partnership ("Consultant"), is effective as of the 2nd day of March, 2021. RECITALS A. The City and White Nelson Diehl Evans LLP ("WNDE"), a California limited liability partnership, entered into that certain Agreement for Contract Services ("Agreement") dated June 8, 2016, whereby WNDE agreed to provide Independent Audit Services to City for a term of three years, ending on June 30, 2019, followed by up to two (2) additional one (1) year terms which may be exercised at the option of the parties via a writing executed by the City Manager and WNDE. B. On July 1, 2019, the City and WNDE amended the Agreement ("Amendment No. I") to reflect the exercise of the first of the two one-year extensions and to make other necessary amendments to continue WNDE's services, and to ratify and affirm the continuous and uninterrupted Term of the Agreement continuing through June 30, 2020. C. On July 14, 2020, the City and WNDE again amended the Agreement ("Amendment No. 2") to reflect the exercise of the second of the two one-year extensions to extend the term of the Agreement for one year, from July 1, 2020 through June 30, 2021. D. On or about November 1, 2020, the partners of WNDE joined and became principals of Consultant, and thereafter caused WNDE to assign all of its rights, interests, duties and obligations under the Agreement and all amendments thereto to Consultant, and Consultant assumed the same. Such assignment and assumption is subject to City approval under the Agreement. E. Section 4.5 of the Agreement provides that "neither this Agreement nor any interests herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without prior written approval of City." Accordingly, WNDE's assignment of its rights, interests, duties and obligations under the Agreement and all amendments thereto to Consultant, may not be effectuated without City approval. The City is amenable to the requested assignment, as is Consultant. Therefore, the City and Consultant now see fit to enter into this Amendment No. 3 to add an exception to Section 4.5 of the Agreement to authorize a transfer and assignment of WNDE's rights, interests, duties and obligations under the Agreement to Consultant, effective as of the effective date of this Amendment No. 3, and WNDE acknowledges and consents to same. TERMS 1. Contract Changes. The Agreement is amended as provided herein (additions shown in bold italics, deletions shown in str-ilEethFOUgh- format). 01007 0001/700668 1 Section 4.5, "Prohibition Against Subcontracting or Assignment," of the Agreement is hereby amended to read in its entirety as follows: "The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. Notwithstanding the foregoing, and as a sole exception thereto, City approves of the assignment and transfer of the Consultant's rights, interests, duties, and obligations under this Agreement from `White Nelson Diehl Evans LLP,' a California limited liability partnership, to `ClijionLarsonAllen LLP,' a Minnesota limited liability partnership, as requested and agreed to by said parties, effective as of March 2, 2021. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City." 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 3, all provisions of the Agreement, Amendment No. 1, and Amendment No. 2 shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 3, Amendment No. 2, and Amendment No. 1. 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, Amendment No. 1, and Amendment No. 2. 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 and Amendment No. 1 and Amendment No. 2. Each party represents and warrants to the other that the Agreement, as amended by Amendment No. 1, Amendment No. 2, and this Amendment No. 3, is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 3, 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 No. 3, 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. -2- 01007 00011700668 1 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 No. 3. 5. Authority. The persons executing this Amendment No. 3 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 No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] -3- 0I007 0001/700668 1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on the date and year first -above written. ATTE Donesia Ga e-Aldana, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP 6;�10� Sunny K. Soltani, City Attorney Itil CITY: CITY OF CARSON, a municipal corporation Lufa Davis -Holmes, Mayor CONSULTANT: CLIFTONLARSONALLEN LLP, a Minnesota limited liability partnership By:- A�' t. Y—A�t — Name: Robert J. Callanan Title: Principal Address: 2875 Michelle Drive, Suite 300 Irvine, CA 92606 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. -4- 01007.0001/693458.1 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 LOS ANGELES On , 2021 before me, , personally 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 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 hand and official seal. Signature: 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 TITLES) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/693458.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE .:��.G��.'.� .si .:l .:�\-.'.�<.:� .A��.i� .T•.A .:� .At.'.�t.1 .'.�t.L��.L1�.L1t.:� .:1�t.1t.G�t� .L� ..� .c�t.s��.s�<.L�<.:� .:��.:�•.:� .:�t.L�<.A .:�C.s� .'.� .L��.:��.:� .� 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 On ySx ?.O before me, Datl Here Insert Name and Title of the Officer personally appeared c1,r C a\\ o_ a Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) 10are �ibscribed to the within instrument and ackno edged to me that executed the same in her/their authorized capacity(ies), and that by 'I /her/their signature(s) on the instrument the person(s), 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 nd an offici Ise I. BRANDIMELENDEZ NotaryPublic- California Z a Orange County > Commission# 2212207 Sign ture My Comm Expires Aug 31, 2021 Signature of Notary Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date:y -I- • \o • Z�- Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact F-1 Trustee ❑ Guardian or Conservator Other: Signer Is Representing: r umber of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee n Guardian or Conservator ❑ Other: Signer Is Representing: L •L�:/ .U4�=-eiSL. - - dG-a.G-mS-ei:�.4L..-ei -dG'e✓.� '✓.�t/i•✓i.�L,:'y.'d ✓ "./ '✓:��'!S'✓.'✓:�_!.'✓. u:�_.�.G�.h'�.-✓:�...d . V . 1^ p_ 5 CERTIFICATE OF LIABILITY INSURANCE DATE 12/17/2020 / Y) 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 1-847-385-6800 CONTACT NAME: John Hecht Edgewood Partners Insurance Center PHONE x_847-385-6600 FAX No Le=e, a division of EPIC 111 West Campbell A DRIESS: PSGCerts@lemme.com 4th Floor INSURERS AFFORDING COVERAGE _ N Arlington Heights, IL 60005 _ INSURERA:NAUTILUS INS CO and various insurers INSURED CliftonLarsonAllen, LLP INSURER B INSURER C : I220 South Sixth St. INSURER D: Suite 300 INSURER E: Minneapolis, MN 55402 INSURER F: COVERAGES CFRTIFIr'ATF KIIIMRFD• 60905703 owlc lnu 411111ab Cn 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 ADDLSUBRPOLICY INSD JM POLICY NUMBER EFF MM/DD/YYYY PO MM _Icl Y -- LIMIT COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE � $ CLAIMS -MADE OCCUR DAMAGETb_VENTED PREMISES (Ea occurrence) $ i MED EXP (Any one person) $ PERSONAL 8 ADV INJURY GENERAL AGGREGATE i $ GEN L AGGREGATE LIM T APP ES PER POLICY PEC LOC PRODUCTS - COMP/OP AGG $ OTHER b AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S Ea accident ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per acciden S HIRED NON -OWNED PROPERTY D MAGE AUTOS ONLY AUTOS OIJ Y Per acciden S $ UMBRELLA LIAB OCCUR EACH OCCUR ENCE S EXCESS LIAB CLAIMS -MADE AGGREGATE S DED RETENTIONS S WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITYY / N STATUTE I ER_ . ANYPROPRIETOR/PARTNER/EXECUTIVE E L EACH ACCIDENT S OFFICER/MEMBEREXCLUDED7 ❑ N/A _ (Mandatory in NH) [EL D SEASE EA EMPLOYE S If yes, describe under -- — DESCRIPTION OF OPERATIONS below E L D SEASE POLICY LIN T S A Professional Liability PAP_1000007_P-10 12/15/20 12/15/21 Each Claim 5,000,000 Aggregate 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) l/CR I IrlliA 1 C r1VLIJr_K City of Carson Office of the City Clerk 701 East Carson Street Carson, CA 90745 ACORD 25 (2016/03) Cheryl.Donohue@lemme.com LEM cnoncvni SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CA JCELLED BEFO E APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED N R G 1 ACCORDANCE WITH THE POLICY PROVISIONS. 2/17/2021 AUTHORIZED REPRESENTATIVE USA I ,/ i ©1988-2015 ACORD CORPORATION. A rights reserved. The ACORD name and logo are registered marks of ACORD A�oR®® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIWYY) CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS - 12/18/2020 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 CONTA TRose Tonn NAME: North Risk Partners H N Ext): (651) 203-4405 p c, No 651)484 '6 2 P 0. Box 64016 E-MAIL rose.tonn@northriskpartners.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC k St Paul MN 55164-0016 INSURERA: Great Northern Insurance Company 20303 INSURED Federal Insurance Company 20281 INSURERS: P y CliftonLarsonA?len LLP INSURER C : Chubb Indemnity Insurance Company 12777 LarsonAllen LLP, Clifton Gunderson LLP INSURER D: 220 South 6th Street. Suite 300 INSURER E: Minneapolis MN 55402-1436 INSURER F: COVERAGES CERTIFICATE NUMBER: 20/21 CERT#3 RFVISif)N NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER OD INDICATED- NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 AVVL INSD 5UHR WVD POLICY NUMBER POLICY EFF MMIDDIWYY POLICY EXP MM/DD/WYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADEDAMAGE ® OCCUR EACH OCCURRENCE s 1,000,000 To RENT 13 PREMISES Ea occurrence S 1,000,000 MED EXP (Any one person) S 10,000 PERSONAL &ADV INJURY S 1,000,000 A 35983569 12/31/2020 12/31/2021 GEN LAGGREGATELIMIT APPLIES PER PRO•2,000,000 POLICY JECT LOC GENERAL AGGREGATE S 2,000,000 PRODUCTS-COMP/OPAGG s Combined Total I s 10,00C,000 OTHER AUTOMOBILE LIABILITY CGHUINGLE LIMIT s 1,000,000 Ea ,cadent BODILY INJURY (Per person) S ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS 73572825 12/31/2020 12131/2021 BODILY INJURY (Per acciden•) S HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident IS UMBRELLALIAB OCCUR EACH OCCURRENCE s 50,000,000 B EXCESS LIAB CLAIMS -MADE 79880747 12/31/2020 12/31/2021 AGGREGATE S 50.00D.000 DED RETENTION S 0 S WORKERS COMPENSATION PER OTH- C AND EMPLOYERS' LIABILITY YIN ANYPROPP,IETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA 71749276 12/31/2020 12/31/2021 X STATUTE ER E EACH ACCIDENT S 1.000,000 E.L. DISEASE - EA EMPLOYEE S 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS celow E L DISEASE - POLICY LIMIT S 1,000,000 I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carson its officials, officers, employees, agents and volunteers are included as additional insureds on General Liability per form 80-02-2367 Rev 5-07 and on Automobile per form 16-02-0292 Ed 4-11 when required in prior written contract. General Liability is primary and non-contributory per form 80-02-2367 Rev 5-07 and Auto Liability is primary per form 16-02-0292 Ed 4-11 when required In prior written contract. Waiver of Subrogation Included on General Liability per form 80-02-2000 & on Auto per form 16-02-0292 when required in prior written contract General Liability & Auto Policies have been endorsed to provide 30 days notice of cancellation with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively Umbrella Policy is follow form. Waiver of Subrogation is included on Workers' Compensation Policies for all states except Kentucky where prohibited by law utilizing the following policy forms: California WC 99 03 04, Texas WC 42 03 04, All Other States, Except Kentucky WC CERTIFICATE HOLDER r`eNr:FI I ATInN ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carson R G ACCORDANCE WITH THE POLICY PROVISIONS. 701 East Carson Street AUTHORIZED REFRESENTATiVE 2/17/2021 Carson CA 90745 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACOREP AGENCY CUSTOMER ID: 00106559 LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY North Risk Partners NAMED INSURED POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS ITHIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance 00 03 13, when required by prior written agreement Workers' Compensation coverage is not provided in the following monopolistic states. ND OH WA and WY 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00106559 LOC #: ADDITIONAL REMARKS SCHEDULE Page AGENCY North Risk Pa -hers NAMED INSURED CliftonLarsonAllen LLP POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS ITHIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance California WC 99 03 04. Texas WC 42 03 04, All Other States, Except Kentucky WC 00 03 13, when required by prior written agreement Workers' isation coverage is not provided in the following monopolistic states: ND; OH, WA; and WY. M"Umu -ruT tLuuorul f © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATIONS) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGECOVERAGEFORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): IF YOU ARE OBLIGATED, PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT TO PROVIDE PERSON(S) OR ORGANIZATION(S) WITH NOTICE OF CANCELLATION, THEN WE WILL NOTIFY SUCH PERSON(S) OR ORGANIZATION(S) PROVIDED THAT WITHIN 15 DAYS OF THE DATE WE SEND NOTICE OF CANCELLATION TO THE FIRST NAMED INSURED, THE FIRST NAMED INSURED OR PRODUCER OF RECORD PROVIDES US WITH THE SPREADSHEET CONTAINING THE NAME, MAILING ADDRESS AND, IF AVAIABLE, E-MAIL ADDRESS OF THE PERSON(S) OR ORGANIZATION(S). Address: N/A Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not.- 16-0-2-0306 ot: 16-02-0306 (Ed. 5-11) Pagel of 2 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Impose any liability or obligation of any kind upon us; or Invalidate such cancellation. 16-02-0306 (Ed. 5-11) Page 2 oft Policy Conditions Endorsement Policy Period December 31, 2020 to December 31, 2021 Effective Date December 31, 2020 Policy Number 3598 35 69 Insured CLIFTONLARSONALLEN LLP Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued December 31, 2020 This Endorsement applies to the following forms: Common Policy Conditions Conditions Notice Of Cancellation To Scheduled Persons Or Organizations When We Cancel Policy Conditions Under Conditions, the following condition is added. When we cancel this policy for any reason, otherthan non-payment of prem ium,.ve will notity person(s) or organization(s)shown in the Schedule at least 30 days in advance ofthe cancellation date. Any failure by us to notify such person(s) or organization(s) wiI I not: impose any liability or obligation of any kind upon us; or invalidate such cancellation. Notice Of Cancellation To Scheduled Persons OrOrganizations (Except Non-PaymentOfPremium) continued Form 80-02-9779 (Ed. 3-11) Endorsement Page 1 Conditions (continued) Schedule If you are obligated, pursuant to a written contract or agreement, to provide person(s) or organization(s) with notice of cancellation, then we will notify such person(s) or organization(s) provided that within 15 days of the date we send notice of cancellation to the first named insured, the first named insured or producer of record provides us with a spreadsheet containing the name, mailing address, and, if available, e-mail address of the person(s) or organization(s). All other terms and conditions remain unchanged. Authorized Representative Policy Conditions Notice Of Cancellation To Scheduled Persons Or Organizations(ExceptNon-PaymentOfPremium) lastpage Form 80-02-9779 (Ed. 3-11) Endorsement Page 10 Policy Conditions Policy Conditions Notice Of Cancellation To Scheduled Persons OrOrganizations (ExceptNon-PaymentOfPremium) last page Form 80-02-9779 (Ed. 3-11) Endorsement Page 10 Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured DECEMBER 31. 2020 TO DECEMBER 31. DECEMBER 31. 2020 3598-35-69MIN CLIFTONLARSONALLEN LLP GREAT NORTHERN INSURANCE COMPANY DECEMBER 31. 2019 Under Who Is An Insured, the following provision is added. Additional /Insured Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are - Scheduled obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Person Or thispolicy. Organization However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contractor agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • thatis more specifically identified under any otherprovision ofthe'Who Is An Insured section (regardless of any limitation applicable thereto). • with respectto any assumption of liability (of another person or organization) by them in a contractor agreement. This limitation does not apply to the liability for damages. loss, cost or Liability Insurance Additional In a ple P Ar organization continued Form 80-02-2367 (Rev. 5-07) Endorsement Page I expense for injury or damage, to which this insurance applies., that the person or organization would have in the absence of such contractor agreement. Liability Insurance Additional InFef ePtk&e P f qr Organization continued Form 80-02-7-367 (Rev. 5-07) Endorsement Nee I Liability Endorsement (cont'nued) Under Conditions, the following provision is added to the condition titled Other Insurance. Condition Other /Insurance - Ifyou are obligated, pursuant to a contract or agreement, to provide the person ororganization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case /Insurance - Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization ororganization. Schedule Persons or organizations that you are obligated. pursuant to a contract or agreement. to provide )A ith such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance last age Additional lnP£rba�nlP Pyr Organization Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURA\CE POLICY WC 124 (4-S4) WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a differentdate is indicated below. (The follo« ing "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 12/31/20 at 12:01 A. M. standard time, forms a part of (DATE) Policy No. 7174-92-76 of the issued to CLIFTONLARSONALLEN LLP Endorsement No. CHUBB INDEMNITY INSURANCE COMPANY (NA\9E OP INSURANCE COMPANY) A uthori/ed RepresentaU%e 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 tinder a written contract that requires you to obtain this agreement from us.* This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. WC 124 (4-84) W00003 13 Reference Copy Page IofI Gonditlons (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization. for loss to which this Irmuamx applies, provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the Insured's rights to recover all or part of any payment made under this i mmmcc have not been waived, those rights are transferred to us. The insured must do nothing atter loss to impair them. At our request; the insured will bring suit or transfer those rights to us and help us enforce them This condition does not apply to zuedical expenses. Llabirty Insurance Form 80-02-2000 (Rev. 4-01) Conbed Page 24 of 92 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary In which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an 'Insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to 'bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. — WHO IS AN INSURED — of SECTION II —LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. —WHO IS AN INSURED —of SECTION II —LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if. (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for 'bodily injury" or "property damage' resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. anis/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INStiRED — of SECTION 11 —LIABILITY COVE FACE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to acid such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 4-11) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 1) with respect to the operation, maintenance or use of a covered "auto"; and (2) for "bodily injury" or "property damage" caused by an "accident" which takes place after: (a) You executed the'Insured contract" or written agreement; or (b) The permit has been issued to you. 3. FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE -of SECTION 11 -LIABILITY COVERAGE does not apply. 4. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. -TRANSPORTATION EXPENSES - of SECTION III -PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. 5. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. -COVERAGE EXTENSIONS - of SECTION III -PHYSICAL DAMAGE COVERAGE Is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total 'loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered "auto" rninus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the 'loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or 3. Collision Coverage only if the Declarations Indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. - COVERAGE EXTENSIONS -of 7. S. 0 SECTION III -PHYSICAL DAMAGE COVERAGE Is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or 'loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in [lie contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. EXTRA EXPENSE -BROADENED COVERAGE Paragraph A.4. -COVERAGE EXTENSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE Is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you. AIRBAG COVERAGE Paragraph B. 3.a. - EXCLUSIONS -of SECTION III -PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.2. - LIMIT OF INSURACE -of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: 2. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: a, Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or Form: 16-02-0292 (Rev. 4-11) Page 2 of3, 'Includes copyrighted material of Insurance Services Office, Inc, with Its permission" c. An integral part of such equipment. 10. GLASS REPAIR — WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE —of SECTION III —PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE —of SECTION III — PHYSIC.4L. DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUITOR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS Is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or 'loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or 'loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or 'loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV —BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or 'loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. —CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV —BUSINESS AUTO CONDITIONS -is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under Oils Coverage Form because of such failure, 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV —BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will l' e considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the 'employee's" personal insurance. 16. HIRED AUTO —COVERAGE TERRiTORY Paragraph B.7.b.(5).(a) - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (a) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness fjr disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. Form: 16-02-0292 (Rev. 4-11) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" POLICY NUMBER: (16)7357-28-25 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LOABILI`I'Y INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO 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: CLIFTONLARSONALLEN LLP Endorsement Effective Date. 12/31/2019 SCHEDULE Name(s) Of Person(s) Or Organization (s): AS REQUIRED BY WRITTEN CONTRACT The following is added to Item 5. — "Other Insurance" of Item B. — "General Conditions" under Section IV — "Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 1 of i