AMENDMENT NO. 2 TO
PROFESSIONAL SERVICES AGREEMENT
PROVISION OF PROFESSIONAL SERVICES WITH HINDERLITER, DE LLAMAS
AND ASSOCIATES
This Amendment No. 2 ("Amendment") to Professional Services Agreement is made and entered into effective the 1ST day of July, 2024, by and between the CITY OF PLACENTIA, a Charter City and Municipal Corporation ("CITY"), and HINDERLITER, DE LLAMAS AND ASSOCIATES a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT are sometimes hereinafter individually referred to as "Party" and or collectively referred to as the "Parties."
A. Recitals.
(i). CITY and CONSULTANT entered into a Professional Services Agreement ("Agreement") effective January 1, 2019 through which CONSULTANT has been providing professional services as more fully explained in the Scope of Services attached to the Agreement as Exhibit "A."
(ii). Amendment No. 1 was approved and became effective July 1, 2023 extending the term to June 30, 2024.
(iii) The Parties now seek to amend the Agreement to extend the term from June 30, 2024 to June 30, 2025.
(iii). All legal prerequisites to the making of this Amendment have occurred.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:
B. Amendment to Agreement.
1. Paragraph 4.1 of the Agreement is hereby amended to read as follows:
Term. This Agreement shall commence on the Effective Date and continue until June 30, 2025, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
2. Except as specifically modified herein, all of the terms, conditions and provisions of the Agreement shall remain in full force and effect.
3. The Agreement, all amendments together with this Amendment No. 2 and all Exhibits attached thereto, constitutes the entire Agreement between the Parties and supersedes all prior negotiations, arrangements, representations, and understandings, if any, made by or between the Parties with respect to the subject matter hereof. No amendment or other modification of the
Agreement, as modified by this Amendment No. 2 shall be binding unless executed in writing by both Parties hereto, or their respective successors, assigns, or grantees.
4. Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Amendment No. 2 and that such execution is binding upon the entity for which he or she is executing this document.
IN WITNESS WHEREOF, the Parties have caused Amendment No. 2 to the Consulting Services Agreement are to be executed as of the day and year first above written.
CONSULTANT CITY OF PLACENTIA
By: By:
Robert Gray, Vice President Jeremy Yamaguchi, Mayor
ATTEST:
By:
Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:
By:
Christian L. Bettenhausen, City Attorney
ACRD® CERTIFICATE OF LIABILITY INSURANCE
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).
DATE (MM/DD/YYYY)
5/28/2024
PRODUCER
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614
INSURED
Hinderliter de Llamas & Associates
HdL Software, LLC.
120 S. State College Blvd, Suite 200
Brea, CA 92821
COVERAGES
HDLCOMP-01
CONTACT
NAME: WS Certificates
PHONE
IA/C. No. Ext): 844-972-6326
E-MAIL
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE
INSURERA: Berkley National Insurance Company
INSURERB: Hudson Excess Insurance Company
I INSURER C :
I INSURER D :
I INSURER E :
I INSURER F :
CERTIFICATE NUMBER: 1236336650 REVISION NUMBER:
FAX
(A/C, No):
NAIC #
38911
14484
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY)
A X COMMERCIAL GENERAL LIABILITY Y TCP702275411 5/26/2024 5/26/2025 EACH OCCURRENCE
CLAIMS -MADE
X
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
PRO-
JECT
X
POLICY
LOC
OTHER:
A AUTOMOBILE LIABILITY Y TCP702275411
X ANY AUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
A X UMBRELLA LIAB
EXCESS LIAB
■
■
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
X
OCCUR
CLAIMS -MADE
DED X RETENT ON $ NI„no
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
B E&O/ Cyber Liability
Y/N
N/A
5/26/2024 5/26/2025
TCP702275411 5/26/2024 5/26/2025
EET1416702 5/26/2024 5/26/2025
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
EACH OCCURRENCE
AGGREGATE
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
Per Claim/Aggregate
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Retroactive Date for Professional Liability- 2/15/2013.
Line Of Coverage: Crime
Policy # 82556901
Effective Date 5/26/2024 - 5/26/2025
Carrier: Federal Insurance Company NAIC # 20281
Crime Limit: $1,000,000
See Attached...
CERTIFICATE HOLDER CANCELLATION
City of Placentia, its elected and appointed boards,
officers, officials, agents employees and volunteers
401 E Chapman Ave
Placentia CA 92870
$ 1,000,000
$ 1,000,000
$ 15,000
$ 1,000,000
$ 2,000,000
$ 2,000,000
$ 1,000,000
$ 5,000,000
$ 5,000,000
$2,000,000
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
ACORN®
AGENCY
Woodruff Sawyer
POLICY NUMBER
CARRIER
AGENCY CUSTOMER ID: HDLCOMP-01
LOC #:
ADDITIONAL REMARKS SCHEDULE
NAIC CODE
NAMED INSURED
Hinderliter de Llamas & Associates
HdL Software, LLC.
120 S. State College Blvd, Suite 200
Brea, CA 92821
EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE
City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers are included as additional insured as respects General Liability and Automobile Liability to the extent provided in the attached forms. Notice of Cancellation applies with respects General Liability to the extent provided in the attached form.
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: TCP702275411 COMMERCIAL GENERAL LIABILITY CG 02 24 10 93
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EARLIER NOTICE OF CANCELLATION
PROVIDED BY US
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
LIQUOR LIABILITY COVERAGE PART
POLLUTION LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Number of Days' Notice 30
(If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.)
For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above.
City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers 401 E Chapman Ave
Placentia
CG 02 24 10 93
CA 92870
Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 ❑
POLICY NUMBER: TCP702275411 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):
City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers 401 E Chapman Ave
Placentia
CA 92870
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:
1. In the performance of your ongoing operations;
or
2. In connection with your premises owned by or
rented to you.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
CG 20 26 12 19
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable limits of
insurance;
whichever is less.
This endorsement shall not increase the
applicable limits of insurance.
© Insurance Services Office, Inc., 2018 Page 1 of 1
POLICY NUMBER: TCP702275411 COMMERCIAL AUTO
CA20481013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.
Named Insured:
Endorsement Effective Date:
SCHEDULE
Name Of Person(s) Or Organization(s): City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers 401 E Chapman Ave Placentia CA
92870
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II —
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I — Covered Autos
Coverages of the Auto Dealers Coverage Form.
CA 20 48 10 13
© Insurance Services Office, Inc., 2011 Page 1 of 1
ACORa CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/26/2024
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
Marsh Affinity
a division of Marsh USA LLC.
PO BOX 14404
Des Moines, IA 50306-9686
INSURED
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
UC/F:
Hinderliter de Llamas & Associates
120 S State College Blvd Suite 200
Brea, CA 92821
COVERAGES
CONTACT
NAME:
PHONE
(A/C, No, Ext):
E-MAIL
ADDRESS:
INSURER A :
INSURER B:
INSURER C:
INSURER D:
INSURER E:
INSURER F:
Marsh Affinity
800-743-8130
[email protected]
INSURER(S)AFFORDING COVERAGE
AIU Insurance Company
FAX
(A/C, No):
CERTIFICATE NUMBER: REVISION NUMBER:
NAIC #
19399
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 POLICI ES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAI J CLAIMS.
INSR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS
LTR INSD WVD (MM/DD/YYW) (MM/DD/YYW)
COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
RO
POLICY JECT LOC
OTHER:
AUTOMOBILE LIABILITY
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
AUTOS ONLY AUTOS ONLY
UMBRELLA LIAB
EXCESS LIAB
DED I RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIAB LITY
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
A(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
OCCUR
CLAIMS -MADE
Y/N
N/A x
WC 088412194 CA
07/01/2024 07/01/2025
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
(PERSONAL & ADV INJURY
IGENERALAGGREGATE
PRODUCTS - COMP/OP AGG
COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE
(Per accident)
EACH OCCURRENCE
(AGGREGATE
X'PER
STATUTE ' ' EERH
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
DES 5RIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACAD 101, Additional Remarks Schedule, may be attached if more space is required) All worksite employees working for Hinderliter de Llamas & Associates paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT.
CERTIFICATE HOLDER CANCELLATION
City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers
401 E Chapman Ave
Placentia, CA 92870
ACORD 25 (2016/03)
$ 2,000,000
$ 2,000,000
$ 2,000,000
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 CORPOWION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 06
(Ed. 4-84)
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.
The additional premium for this endorsement shall be _% of the California workers' compensation premium otherwise due on such remuneration.
Schedule
WAIVER OF SUBROGA11ON IN FAVOR OF City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT.
Person or Organization
City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers
401 E Chapman Ave
Placentia, CA 92870
Job Description
Notes:
1. This endorsement may be used to waive the company's right of subrogation against named third parties who may be responsible for an injury.
2. The sentence in ( ) is optional with the company. It limits the endorsement to apply to specific jobs of the insured, and only to the extent that the insured is required to obtain this waiver.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2024 Policy No. WC 088412194 CA Endorsement No.
Insured Insurance Company AIU Insurance Company
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F:
Hinderliter de Llamas & Associates
120 S State College Blvd Suite 200
Brea, CA 92821
Countersigned by
ta:2
©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.
From the WCIRB's California Workers' Compensation Insurance Forms Manual ©2001.