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Agenda Item No: 1.n
PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: June 16, 2026
Submitted by: Jerry Griggs
From: Finance
Subject:
AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT WITH HDL
COMPANIES FOR SALES TAX AUDITING AND CONSULTING SERVICES Financial Impact:
Expense: $6,540 Annual Fee Plus Additional Fees Contingent on Recovered Revenue Budgeted in FY26-27 Proposed Budget
Summary:
City staff relies upon accurate, thorough sales tax collection information to estimate revenues for budgeting purposes, to assess progress in collecting sales tax revenue throughout the year and to monitor economic trends that can affect current or future budget estimates. Additionally, City staff must be assured that sales tax received in the City is not paid to another agency in error. The specialized skills and equipment needed to undertake such analysis are beyond the scope of City staff and specialized software is required. Therefore, it is more practical to hire consultants with the appropriate skills, training and equipment to perform sales tax analysis for the City. HdL Companies is qualified to perform such specialized analysis. The City has utilized HdL Companies sales tax consulting services for over twenty (20) years with exceptional results. Many other local cities also use HdL Companies and have experienced similar results in recovering misallocated sales tax revenue. This action will approve an amendment to the current agreement with HdL Companies for sales tax analysis and auditing services extending the term by one year at which time the City will conduct a Request for Proposals (RFP).
Recommended Action:
It is recommended that the City Council:
1. Approve Amendment No. 4 to the Professional Services Agreement with Hinderliter, de Llamas and Associates (HdL Companies) for Sales Tax Analysis and Auditing Services for a term ending June 30, 2027; and
2. Authorize the City Administrator and/or her designee to execute all the necessary documents in a form approved by the City Attorney.
Strategic Plan Statement:
This item is consistent with the City Council approved Strategic Goal No. 1 to Ensure Long - Term Fiscal Sustainability but is not tied to a specific Objective. 1 Discussion:
The California Department of Tax and Fee Administration (CDTFA) makes sales tax collection data available to local government agencies for analysis and tracking purposes, however because this data is provided in electronic format, specialized software is needed to decipher and analyze the data before meaningful reports can be created for use by staff. Additionally, if recording errors are made by the CDTFA it can lead to allocation of sales tax credited to the wrong agency. If the errors can be identified and brought to the attention of the CDTFA, misallocated funds can be recovered and reallocated to the correct agency. HdL Companies is qualified to perform such specialized analysis. The City has utilized HdL Companies sales tax consulting services for over twenty (20) years with exceptional results. Many other local cities also use HdL Companies and have experienced similar results in recovering misallocated sales tax revenue. HdL Companies have supplied the City with budget revenue estimates with excellent accuracy over the years. Additionally, sales tax revenue estimates are updated every quarter to ensure that the City is meeting its revenue goals during the fiscal year.
The City has received outstanding service over the years from HdL Companies and their consultants. Their excellent reputation with California cities, past record of providing an excellent service level, their knowledge of the City and its sales tax generating businesses and geographical areas and demographics as well as the low cost of this contract, City staff is recommending a one-year extension of the current agreement and will plan on conducting a Request for Proposals (RFP) in advance of the expiration of this extension.
Financial Summary:
The annual cost for basic service is $6,540 for Fiscal Year 2026-27. HdL Companies also charge 15% of misallocated sales tax revenue or unreported revenue that is recovered because of an audit. Any additional cost incurred because of misallocated or unreported sales tax would be covered by the additional revenue received and there would be no additional fiscal impact to the City. The cost of these services is included in the FY2026-27 Proposed Budget.
Attachments
Fourth Amendment-Placentia.docx
Placentia HDL Contract - 2019-2023.pdf
2 CITY OF PLACENTIA
AMENDMENT NO. 4 TO
PROFESSIONAL SERVICES AGREEMENT
FOR SALES AND USE TAX SERVICES
1. PARTIES AND DATE.
This Amendment No. 4 to Professional Services Agreement ("Fourth Amendment") is entered into on the 16th day of June, 2026, by and between the CITY of PLACENTIA ("CITY") and Hinderliter de Llamas and Associates, a California corporation ("Consultant"). CITY and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Agreement. The Parties entered into a Professional Services Agreement dated January 1, 2019 ("Agreement").
2.2 Amendment No.1 The First Amendment was approved and became effective on July 1, 2023, extending the term through June 30, 2024.
2.3 Amendment No.2 The Second Amendment was approved and became effective July 1, 2024, extending the term through June 30, 2025.
2.4 Amendment No.3 The Third Amendment was approved and became effective July 1, 2025, extending the term through June 30, 2026.
2.5 The Parties now desire to amend the Agreement for ongoing consultation to extend the contract term to June 30, 2027.
2.6 Remaining Provisions of Agreement. Except as otherwise specifically set forth in this Fourth Amendment, the remaining provisions of the Agreement shall remain in full force and effect.
CITY OF PLACENTIA HINDERLITER DE LLAMAS & ASSOC.
By: By:
Jennifer Lampman Andrew Nickerson, President/CEO
City Administrator
3 ATTEST:
By:
Robert S. McKinnell, City Clerk
APPROVED AS TO FORM:
By:
Christian L. Bettenhausen, City Attorney
4 CITY OF PLACENTIA
PROFESSIONAL SERVICES AGREEMENT
WITH
HINDERLITER, DE LLAMAS AND ASSOCIATES
THIS AGREEMENT is made and entered into this 1st day of January, 2019 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and HINDERLITER, DE LLAMAS AND ASSOCIATES, a California Corporation ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent Consultant to provide sales tax consulting services, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described - in Consultant's Scope of Work, attached hereto as Exhibit "A" and incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services -required -under -this -Agreement. Consultant shail indemnify and noia harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship.
Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a sub-consultant(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all sub -consultants that Consultant may engage during the term of this Agreement.
1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and co
ti
employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.
1.9 Non -Disclosure of Proprietary Information. In performing its duties under this Agreement, CONSULTANT will produce reports, technical information and other compilations of data to CITY. These reports, technical information and compilations of data are derived by CONSULTANT using methodologies, formulae, programs, techniques and other processes designed and developed by CONSULTANT at a substantial expense. CONSULTANT'S reports, technical information, compilations of data, methodologies, formulae, software, programs, techniques and other processes designed and developed by CONSULTANT shall be referred to as -Proprietary Information. CONSULTANT'S Proprietary Information is not generally known ny the entities with which CONSULTANT competes.
CONSULTANT desires to protect its Proprietary Information. Accordingly, CITY agrees that neither it nor any of its employees, agents, independent contractors or other persons or organizations over which it has control, will at any time during or after the term of this Agreement, directly or indirectly use any of CONSULTANT'S Proprietary Information for any purpose not associated with CONSULTANT'S activities. Further, CITY agrees that it nor any of its employees, agents, independent Consultants or other persons or organizations over which it has control, will disseminate or disclose any of CONSULTANT'S Proprietary Information to any person or organization not connected with CONSULTANT, without the express written consent of CONSULTANT. The CITY also agrees that consistent with its obligations under the California Public Records Act and related disclosure laws, it will undertake all necessary and appropriate steps to maintain the proprietary nature of CONSULTANT'S Proprietary Information.
Any use of the Proprietary Information or any other reports, records, documents or other materials prepared by CONSULTANT hereunder for other projects and/or use of uncompleted documents without specific written authorization by the CONSULTANT will be at the CITY's sole risk and without liability to CONSULTANT, and the CITY shall indemnify the CONSULTANT for all damages resulting therefrom.
1.10 Release of Documents Pursuant to Public Records Act. Notwithstanding any other provision in this Agreement, all obligations relating to disclosure of Proprietary Information remain subject to the Freedom of Information Act or California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, the "PRA"). The Parties intend that if CITY is served with a request for disclosure under the PRA, or any similar statute, the CITY in good faith will make the determination as to whether the material is disclosable or exempt under the statute, and shall resist the disclosure of Proprietary Information which is exempt from disclosure to the extent allowable under the law. CITY shall advise CONSULTANT in writing five (5) days prior to the intended disclosure of any decision to disclose Proprietary Information, and the reasons therefore, and if CONSULTANT then timely advises CITY in writing that it objects to the disclosure, CITY shall not disclose the information. In such case, CONSULTANT shall then be solely liable for defending the non -disclosure and shall indemnify and hold CITY harmless for such nondisclosure.
CO
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A." Consultant's total compuisatiori for fixed fee services shall not exceed Four Thousand Six Hundred Fifty Dollars ($4,650.00) annually in Fiscal Year 2018-19 ($325 per month July through December and $450 per month January through June). Effective January 1, 2020, and each year thereafter, the monthly fee of $450 will increase by the percentage increase in the Consumer Price Index (CPI) for the preceding twelve (12) months. For this agreement, the CPI Index for Los Angeles - Long Beach - Anaheim, Al! Items as published by the United States Department of Labor Statistics will be utilized, as detailed in the Exhibit A fee for services section.
2.2. Additional Services. Consultant shall be paid 15% of all new and recovered sales, use and transactions tax revenue received by the City as a result, in whole or in part, of the allocation and audit -recovery services; as outlined in Exhibit -A. The - Consultant snail also be compensated for Consultation or Optional Services described in Exhibit A at the rates listed. Any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services. Such increase in additional fees shall be limited to 25% of the total contract sum or $25,000 whichever is more. The City Administrator is authorized to approve a Change Order for such additional services.
2.3. Method of Billing.. Consultant may submit invoices to the City for approval on a quarterly basis. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number ber of the authorized change order, where appiicabie, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may L) grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts
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shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to
substantiate
any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of 5 years, ending on June 30, 2023, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, or -without cause, at any time, Ly Nl uviding at least -fifteen (i 5) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at taw, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice
of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.
In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Minimum Scope and Limits of insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent Consultants, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit.
(h)
Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its sub -consultants, if any, to do likewise under their workers' compensation insurance policies.
Before execution of this Agreement by the City, the Consultant shall file with the Public Works Director/City Engineer the following signed certification:
I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employer to be insured against liability of Workers' Compensation or to undertake self-insurance before commencing any of the work.
The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for and maintaining in full force and effect for the duration of this Agreement, complete Workers' Compensation Insurance, and shall furnish a Certificate of Insurance to the Public Works Director/City Engineer before execution of this Agreement the qty. The City, •+ f i d •y� I�v�l� by the VILy. its officers and
employees shall not be responsible for any claims in law or equity occasioned by failure of the consultant to comply with this section. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of -not less than One Million Dollars ($1,,000,,000..00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder.
Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant. If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense." Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided (c)
by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except -the -named -insured -can -satisfy -any such deductible or self-insured retention.—
5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.
5.5. Non-iimitina. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Aareement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Manaaers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.
Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
!F TO CONSULTANT. IF TO CITY.
Hinderliter, de Llamas and
Associates
120 S. State College Boulevard,
Suite 200
Brea, CA 92821
Tel: 714-879-5000
City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: 714-993-8229
Attn: Andrew Nickerson, President Attn: Kim Krause, Director of Finance
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
A.A.
Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
6.8. Indemnification inification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials,
officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized sub -consultants, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized sub - consultants under this Agreement, whether or not the Consultant, its employees, and/or authorized sub -consultants are specifically named or otherwise asserted to be liable.
Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.
6.9. Independent Consultant. Consultant is and shall be acting at all times as an independent Consultant and not as an employee of City. Consultant shall Have no power is incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent Consultant relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless Mess from any failure of Consultant to compiy with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eliaibilitv Indemnification. In the event that Consultant or any employee, agent, or sub -consultant of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or sub - consultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and sub -consultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its sub -consultants in the course of performance of this Agreement,
, shaii be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City, but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability nr legal exposure to Consultant City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.
Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes -and -working -documents, in-anjrform—inctud'ing but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or. its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its sub -consultants, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254. 7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.
During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City
while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable:
This Agreement, the City's Request for Proposals, the Consultant's Proposal.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
3.19. No—Third=Par tv-Seneflciary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF PLACENTIA,
A municipal corporation
Rhonda Shader, Mayor
ATTEST:
City Clerk an OxZofficio Clerk
of the City of�acentia
CONSULTANT
Signa ure
Andrew Nickerson, President
Name and Title
33-0008507
Social Security or Taxpayer ID Number
Date: 1= IGS' /9
Date: i2-t�—t�
APPROVED AS TO FORM:
l A Date: ' //. r
Christian Bettenhausen, City Attorney
APPRCI\/P l As T(l INICI IPAN(P•
4Date: Z4 -1g
Ro anna Ramirez, Risk nagement
i
u
APPROVED AS TO CONTENT:
- G c,_ c�
Kim Krause, Director of Finance
DEPARTMENTAL APPROVAL:
l -Q_ rau ems,
Kim Krause, Director of Finance
Date: 1 3 < < l
Date:
L 311 l9
EXHIBIT A
SCOPE OF WORK
SCOPE OF SERVICES, COMPENSATION, CONFIDENTIALITY
The CONTRACTOR shall perform the following services (collectively, the "Services"):
A. SALES TAX AND ECONOMIC ANALYSIS SERVICES
1. CONTRACTOR shall establish a special database that identifies the name, address and quarterly allocations of all sales tax producers within the CITY for the most current and all quarters back to fiscal year 1992-1993 or earlier, if the CITY has prior historical sales tax data available on computer readable magnetic media. This database will be utilized to generate special reports to the CITY on:
major sales tax producers by rank and category, sales tax activity by categories, or-business-districts,—ident? cation -of reporting-aberrations—and-per-capita-arid. outlet comparisons with regional and statewide sales.
2. CONTRACTOR shall provide updated reports following each calendar quarter identifying changes in sales by individual businesses, business groups and categories and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting. CONTRACTOR shall meet quarterly with CITY.
3. CONTRACTOR shall additionally provide following each calendar quarter a summary analysis for the CITY to share with Council Members Chambers of Commerce, other economic development interest groups and the public that analyze CITY'S sales tax trends by major groups, and geographic areas without disclosing confidential information.
4. CONTRACTOR shall make available to CITY staff CONTRACTOR's web - based sales tax computer software program containing sellers permit and quarterly allocation information for all in -city business outlets registered with the Department of Tax and Fee Administration and updated quarterly. This software shall allow CITY staff to search businesses by street address, account number, business name, business type and keyword, arrange data by geographic area, and print out a variety of reports.
B. ALLOCATION AUDIT AND RECOVERY SERVICES
1. CONTRACTOR shall conduct initial and on-going sales, use and transactions tax audits to identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales, use and transactions tax income for the CITY and/or recovering misallocated tax from previously properly registered taxpayers.
Common errors that will be monitored and corrected include, but are not limited to: transposition errors resulting in misallocations; erroneous consolidation of
N
multiple outlets; formula errors, misreporting of "point of sale" to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.
2. CONTRACTOR shall initiate contacts with state agencies, and sales management and accounting officials in companies that have businesses where a probability of error exists to verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.
3. CONTRACTOR shall (i) prepare and submit to the Department of Tax and Fee Administration information for the purpose of correcting allocation errors that are identified and (ii) follow-up with individual businesses and the California Department ofTax-and-Fee-Ad_ in station topromote-recovery-by-the-GFT'- of back or prospective quarterly payments that may be owing.
4. If during the course of its audit, CONTRACTOR finds businesses located in the CITY that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to the CITY, CONTRACTOR may so advise CITY and work with those businesses and the CITY to encourage such changes.
C. CONSULTING AND OTHER OPTIONAL SERVICES
CONTRACTOR may, from time to time in its sole discretion, consult with CITY staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax; (ii) utilization of reports to enhance business license collection efforts; and (iii) sales tax projections for proposed annexations, economic development projects and budget planning. In addition to the foregoing optional consulting services, CONTRACTOR may, from time to time in its sole discretion, perform other optional Services, including without limitation, negotiating/review of tax sharing agreements, establishing purchasing corporations, and meeting with taxpayers to encourage self-assessment of use tax.
COMPENSATION
A. CONTRACTOR shall provide the sales tax and economic analysis Services described above for a fee of $450 per month, commencing with the month of the Effective Date (hereafter referred to as "monthly fee"). The monthly fee shall be invoiced quarterly in arrears, and shall be paid by CITY no later than 30 days after the invoice date. The monthly fee shall increase annually following the month of the Effective Date by the percentage increase in the "CPP" for the preceding twelve month period. In no event shall the monthly fee be reduced by this calculation. For purposes of this Agreement, the "CPP" shall mean the Consumer Price Index - All Urban Consumers for the surrounding statistical metropolitan area nearest CITY, All Items (1982-84 =100), as published by the U.S. Department of Labor, Bureau of Labor Statistics, or, if such
index should cease to be published, any reasonably comparable index selected by CONTRACTOR.
B. CONTRACTOR shall be further paid 15% of all new and recovered sales, use and transactions tax a by the CITY as a result, in whole or in part, of the transactions revenue received U L11G CITY
allocation audit and recovery services described above (hereafter referred to as "audit fee"), including without limitation, any reimbursement or other payment from any state fund and any point of sale misallocations.
1. The audit fee shall be paid even if CITY assists, works in parallel with, and/or incurs attorneys' fees or other costs or expenses in connection with any of the relevant Services. Among other things, the audit fee applies to state fund transfers received for back quarter reallocations and monies received in the first eight consecutive-reporting-qua_=ters fo1_-1_owing-eolnpletion of the -allocation audit -by CONTRACTOR and confirmation of corrections by the California Department of Tax and Fee Administration. CITY shall pay audit fees upon CONTRACTOR' S submittal of evidence of CONTRACTOR'S work in support of recovery of subject revenue, including, without limitation, copies of BOE 549-S petition forms of any other correspondence between CONTRACTOR and the Department of Tax and Fee Administration or the taxpayer.
2. For any increase in the tax reported by businesses already properly making tax payments to CITY, it shall be CONTRACTOR's responsibility to support in its invoices the audit fee attributable, in whole or in part, to CONTRACTOR's Services.
C. CONTRACTOR shall invoice CITY for any consulting and other optional Services rendered to CITY in accordance with above based on the following hourly rates on a monthly or a quarterly basis, at CONTRACTOR's option. All such invoices shall be payable by CITY no later than 30 days following the invoice date. CITY shall not be invoiced for any consulting Services totaling less than an hour in any month. The hourly rates in effect as of the Effective Date are as follows:
Principal $325 per hour
Programmer $295 per hour
Senior Analyst $245 per hour
Analyst $195 per hour
CONTRACTOR may change such hourly rates from time to time upon not less than 30 days' prior written notice to CITY.
D. Any invoices not paid in accordance with the Thirty (30) day payment terms, shall accrue monthly interest at a rate equivalent to ten percent (10%) per annum until paid.
E. CONTRACTOR unilaterally retains the right to divide any recovery bills in excess of $25,000 over a one (1) year period (Four (4) quarterly billings).
F. CONTRACTOR shall provide CITY with an itemized quarterly invoice showing all formula calculations and amounts due for the audit fee (including, without limitation, a detailed listing of any corrected misallocations), which shall be paid by CITY no later than 30 days following the invoice date.
.
CONFIDENTIALITY; OWNERSHIP/USE OF INFORMATION
A. Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. Section 7056 specifies the conditions under which a CITY may authorize persons other than CITY officers and employees to examine State Sales and Use Tax records.
B. The following conditions specified in Section 7056-(b), (1) of the State of California Revenue and Taxation Code are hereby made part of this Agreement:
1. CONTRACTOR is authorized by this Agreement to examine sales, use or transactions and use tax records of the Department of Tax and Fee Administration provided to CITY pursuant to contract under the Bradley -Burns Uniform Sales and Use Tax Law Revenue and Taxation Code Section 7200 et.seq.
2. CONTRACTOR is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the CITY who is authorized by resolution to examine the information.
3. CONTRACTOR is prohibited from performing consulting services for a retailer, as defined in California Revenue & Taxation Code Section 6015, during the term of this Agreement.
4. CONTRACTOR is prohibited from retaining the information contained in, or derived from those sales, use or transactions and use tax records, after this Agreement has expired. Information obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the CITY as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the CONTRACTOR as a person authorized to examine sales and use tax records and certify that this Agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.
C. Software Use. CONTRACTOR hereby provides authorization to CITY to access CONTRACTOR'S Sales Tax website if CITY chooses to subscribe to the software and reports option. The website shall only be used by authorized CITY staff. No access will be granted to any third party without explicit written authorization by CONTRACTOR. CITY shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The
software use granted hereunder shall not imply ownership by CITY of said software, or any right of CITY to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable.
Upon termination or expiration of this Agreement, the software use authorization shall expire, and all CITY stuff website iogins shall be de -activated.
D. Proprietary Information. As used herein, the term "proprietary information" means all information or material that has or could have commercial value or other utility in CONTRACTOR's business, including without limitation: CONTRACTOR'S (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web -based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise -required -by -la -w -,-C-- TY -shall hold inconfidence-and-shall not use-(e-xcept ao expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by CITY in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information.
EXHIBIT B
Insurance Certificates
1 h
CERTIFICATE OF LIABILITY INSURANCE I DATE(MMIDDIYYYY)
11/9/2018
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 15 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).
I CONTACT Sergio Nilchian
PHONE Fa , Noy 949.476.3118
iA . Ext1: 949435.7358
ADDRESS: sniichian(a woodruffsawyer.com
INSURER(S1 AFFORDING COVERAGE
INSURER A: Twin City Fire Insurance Company
INSURERS: National Fire Insurance Company of Hartford
INSURER C : Continental Insurance Company
INSURER D
11, Jfitki
INSURER F :
CERTIFICATE NUMBER: 385695716 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
TYPE OF INSURANCE
LTRIABD WVD POLICY NUMBER (MMIDD/YYYY, (MM/DDIYYYY) LIMITS B )( COMMERCIAL GENERAL LIABILITY Y 6056953483 11/15/2017 5/26/2019
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
NAIC #
29459
20478
35289
CLAIMS -MADE
X
OCCUR
GE jjN'L AGGREGATE LIMIT APPLIES PER:
X POLICY l 1 JECT LOC
OTHER:
B AUTOMOBILE LIABILITY Y 6056953466
X - ANY AUTO
— OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
_ AUTOS ONLY AUTOS ONLY
B
O
X UMBRELLA LIAR
EXCESS LIAB
X OCCUR
CLAIMS -MADE
DED I X I RETENT ON $1 n nnn
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRI ETORIPARTNER/EXECUTI V E
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
A Professional Liability/Claim Made
Retroactive Date 2/15/03
Y/N
NIA
6056953502
Y 6056953497
72P30246728
11/15/2017 5/26/2019
EACH P'I(J R3N1Q
PREMISES (Ea occurrence)
1 MED EXP (Any one person)
1 PERSONAL & ADV INJURY
GENERAL AGGREGATE
$ 1,000,000
$ 1,000,000
$ 15,000
$ 1,000,000
$ 2,000,000
PRODUCTS - COMP/OP AGG $ 2,000,000
COMBINED SINGLE LIMIT $ 1,000,000
(Ea accident)
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) 9
PROPERTY DAMAGE $
(Per accident)
11/15/2017 5/26/2019 EACH OCCURRENCE $ 3,000,000
AGGREGATE $ 3,000,000
11/15/2018 5/26/2019
$
X I STATUTE I I FP
-
1 E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE- EA EMPLOYEE $ 1,000,000
E.L. DISEASE- POLICY LIMIT
11/15/2017 5/26/2019 Each Claim
Aggregate
Deductible
$1,000,000
$1,000,000
$2,000,000
25,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) *30 day notice of cancellation, 10 days for nonpayment. City of Placentia, its elected and appointed boards, officers, officials, agents employees and volunteers included Additional Insured as respects General Liability and Auto Liability. Waiver of Subrogation applies as respects Workers Compensation.
CERTIFICATE HOLDER
City of Placentia
401 E Chapman Ave
Placentia CA 92870
CANCELLATION
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 REPRES ENTATIVE
©1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
CNA
ADDITIONAL INSURED — PRIMARY AND NON-CONTRIBUTORY
It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows:
SCHEDULE
Name of Additional Insured Persons Or Organizations
City of Placentia
401 E Chapman Ave
Placentia, CA 92870
1. In conformance with paragraph A.1.c. of Who Is An Insured of Section H — LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy.
2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy.
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.
CNA71527XX (10-12) Page 1
Insured Name: Hinderliter, de Llamas & Associates J HDL Software, LLC © CNA All Rights Reserved.
Policy No: 6056953466
Endorsement No: 1
Effective : 11/15/17 - 5/26/19
POLICY NUMBER: 6056953466 COMMERCIAL AUTO
CA 04 4410 13
THIS EiNUUKZCMtN 1 CHANGES T lit 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: Hinderliter, de Llamas & Associates j HDL Software, LLC Endorsement Effective Date: 11/15/2017
SCHEDULE
Name(s) Of Person(s) Or Organization(s): City of Placentia 401 E Chapman Ave
Placentia, CA 92870
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
Technology General Liability Extension Endorsement
It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply.
City of Placentia
401 E Chapman Ave
Placentia, CA 92870
SCHEDULE:
TABLE OF CONTENTS
1. Additional Insureds
2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance
3. Bodily Injury — Expanded Definition
4. Broad Knowledge of Occurrence/ Notice of Occurrence
5. Broad Named Insured
6. Estates, Legal Representatives and Spouses
7. Expected Or Intended injury — Exception for Reasonable Force
8. In Rem Actions
9. Incidental Health Care tvMaipractiee Coverage
10. Joint Ventures/Partnership/Limited Liability Companies
11. Legal Liability — Damage To Premises
12. Medical Payments
13. Non -owned Aircraft Coverage
14. Non -owned Watercraft
15. Personal And Advertising Injury — Discrimination or Humiliation
16. Personal And Advertising Injury - Limited Contractual Liability
17. Property Damage - Elevators
18. Supplementary Payments
19. Property Damage — Patterns, Molds and Dies
20. Unintentional Failure To Disclose Hazards
21. Waiver of Subrogation — Blanket
CNA74872XX (1-15)
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
Insured Name: Hinderliter, de Llamas & Associates 1 HDL Software, LLC Copyright CNA AH Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
CNA
Technology General Liability Extension Endorsement
1. ADDITIONAL INSUREDS
a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement:
(1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to:
(a) the bodily injury or property damage; or
(b) the offense that caused the personal and advertising injury, Tor wnicn such additional insured seeks coverage.
b. However, 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) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below.
Any coverage granted by this endorsement shall apply only to the extent permissible by law.
Controlling Interest
Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of:
1. such person or organization's financial control of a Named Insured; or
2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises;
provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.
B. Co-owner of Insured Premises
A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises.
C. Grantor of Franchise
Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured.
D. Lessor of Equipment
Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insureds maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease.
E. Lessor of Land
Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, CNA74872XX (1-15) Policy No: 6056953483
Effective: 11/15/17 - 5/26/19
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.
A.
CNA
Technology General Liability Extension Endorsement
maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.
F. Lessor of Premises
An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such iaase. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.
G. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured.
The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured.
H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of:
1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies:
a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or
2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf.
The coverage granted by this paragraph does not apply to:
a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard.
With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured.
I. Trade Show Event Lessor
1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by:
CNA74872XX (1-15)
Insured Name:
Copyright CNA AU Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Hinderliter, de Llamas & Associates I HDL Software, LLC Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
C'NA
Technology General Liability Extension Endorsement
a. the Named Insured's acts or omissions; or
b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event.
2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard.
J. Vendor
Any person or organization but only with respect to such person or organization's liability for bodily injury or propei <y -damage -arising -out of your-products-which-are-distributed-orsoid-in-the-regular-course of -such person or organization's business, provided that:
1. The coverage granted by this paragraph does not apply to:
a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement;
b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;
f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or
h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
(1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.
2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products.
3. This Paragraph J. also does not apply:
a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part.
CNA74872XX (1-15)
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 No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
CNA
Technology General Liability Extension Endorsement
K. Other Person Or Organization 1 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)
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 No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
CNA
Technology General Liability Extension Endorsement
The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim.
5. BROAD NAMED INSURED
WHO iS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following:
3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has mfinagement-contr-c l:
a. on the effective date of this Coverage Part; or
b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance.
But this BROAD NAMED INSURED provision does not apply to:
(a) any partnership or joint venture; or
(b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part.
For the purpose of this provision, and of this endorsement's JOiNT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means:
A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or
B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust.
4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to:
a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor
b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases.
5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ.
6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES
The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however CNA74872XX (1-15)
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.
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
CNA
Technology General Liability Extension Endorsement
that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business.
7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following:
This insurance does not apply to:
Expected or Intended Injury
Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property.
8. IN REM ACTIONS
A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured.
9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE
Solely with respect to bodily injury that arises out of a health care incident:
A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following:
b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if:
(1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and
B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to:
1. add the following to the Employers Liability exclusion:
This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits).
ii. delete the exclusion entitled Contractual Liability and replace it with the following:
This insurance does not apply to:
Contractual Liability
the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees.
add the following additional exclusions.
This insurance does not apply to:
CNA74872XX (1-15)
Insured Name: Hinderliter, de Llamas & Associates 1 HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
C'NA
Technology General Liability Extension Endorsement
Discrimination
any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation.
Dishonesty or Crime
Any actual or alleged dishonest, criminal or malicious act, error or omission.
Medicare/Medicaid Fraud
any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state_or_local_governm.ental-progr-ar-l.
Services Excluded by Endorsement
Any health care incident for which coverage is excluded by endorsement.
C. DEFINITIONS is amended to:
i. add the following definitions:
Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of:
a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received.
Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required:
a. Physician;
b. Nurse;
c. Nurse practitioner;
d. Emergency medical technician;
e. Paramedic;
f. Dentist;
g. Physical therapist;
h. Psychologist;
1. Speech therapist;
j. Other allied health professional; or
Professional health care services does not include any services rendered in connection with human clinical trials or product testing.
ii. delete the definition of occurrence and replace it with the following:
Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence;
CNA74872XX (1-15)
Insured Name: Hinderliter, de Llamas & Associates 1 HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
CNA
Technology General Liability Extension Endorsement
iii. amend the definition of insured to:
a. add the following:
• the Named Insured's employees are Insureds with respect to:
(1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while g performindes rthe �a
utiotated to the conduct of Named
r • •� the
Insured's business; and
(2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business;
when such bodily iniury arises out of a_heaIthcare_jn_cidedf • the Named Insured's volunteer workers are Insureds with respect to:
(1)
bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and
(2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business;
when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following:
Insured does not include any physician while acting in his or her capacity as such.
D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following:
Other Insurance
b. Excess Insurance
(1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage.
10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following:
No person or organization is an Insured with respect to:
• the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor
• the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control;
except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that:
a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and CNA74872XX (1-15)
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.
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
C'NA
Technology General Liability Extension Endorsement
c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company.
11. LEGAL LIABILITY — DAMAGE TO PREMISES
A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following:
Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive—days..—A—separate—limit of—insurance—applies—to—Damage—To—Premises—Rented To You as described in LIMITS OF INSURANCE.
B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following:
Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days.
A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section.
C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following:
6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to:
a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and
b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days.
The Damage To Premises Rented To You Limit is $500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations.
D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following:
(ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control;
E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part.
12. MEDICAL PAYMENTS
A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following:
7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of:
(1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@ ; or (2) the amount shown in the Declarations for Medical Expense Limit.
CNA74872XX (1-15)
Insured Name: Hinderliter, de Llamas & Associates 1 HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
CNA
Technology General Liability Extension Endorsement
B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following:
(b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri.
13. NON -OWNED A!RCP.AFT
Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows:
The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following:
This—exclusion Goes not apply to an aircraft not owned by any Named Insured, provided that:
1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot;
2. the aircraft is rented with a trained, paid crew to the Named Insured; and
3. the aircraft is not being used to carry persons or property for a charge.
14. NON -OWNED WATERCRAFT
Under COVERAGES, Coverage A — Bodily injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following.
This exclusion does not apply to:
(2) a watercraft that is not owned by any Named Insured, provided the watercraft is:
(a) less than 75 feet long; and
(b) not being used to carry persons or property for a charge.
15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort:
• Discrimination or humiliation that results in injury to the feelings or reputation of a natural person.
B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to:
1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following:
This insurance does not apply to:
Knowing Violation of Rights of Another
Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of:
(a) the Named Insured; or
(b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured.
2. add the following exclusions:
This insurance does not apply to:
CNA74872XX (1-15)
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
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
Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured.
Premises Related Discrimination
discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective Salt, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured.
Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination.
The coverage provided by this PFRSO N.AL—AND__4DMERTSING—INJURY–DISCRIMINA-T-ION—OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from
• Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part.
16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B –Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following:
This insurance does not apply to:
Contractual Liability
Personal and advertising injury for which the Insured has assumed liability in a contract or agreement.
This exclusion does not apply to liability for damages:
(1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract.
Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided:
(a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and
(b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged.
B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following:
Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement.
C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B:
1. Paragraph 2.d. is replaced by the following:
CNA74872XX (1-15)
Insured Name: Hinderliter, de Llamas & Associates 1 HDL Software, LLC Copyright CNA AH Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
CNA
Technology General Liability Extension Endorsement
d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee;
2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following:
So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such. payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance.
D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part.
17. PROPERTY DAMAGE — ELEVATORS
A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators.
B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph:
This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators.
18. SUPPLEMENTARY PAYMENTS
The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows:
A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and
B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit.
19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES
Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit:
A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly.
20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure.
CNA74872XX (1-15)
Insured Name: Hinderliter, de Llamas & Associates 1 HDL Software, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Policy No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
cera
Technology General Liability Extension Endorsement
21. WAIVER OF SUBROGATION - BLANKET
Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following:
The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of:
1. the Named Insured's ongoing operations; or
2. your work included in the products -completed operations hazard.
However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of rnovery_in-a-written-contract or-written-agreement,—and-only-if-such-contract or -agreement:
1. is in effect or becomes effective during the term of this Coverage Part; and
2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim.
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 daterof said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.
CNA74872XX (1-15)
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 No: 6056953483
Endorsement No: 1
Effective: 11/15/17 - 5/26/19
fiTh
r
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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.
Schedule
City of Placentia
401-E-Chapman-A'.i
Placentia, CA 92870
The premium charge for the endorsement is reflected in the Schedule of Operations.
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 00 03 13 (04-1984)
Endorsement Effective Date: 11/15/17 Endorsement Expiration Date: 5/26/19 Endorsement No: 1
Underwriting Company: Continental Insurance Company
Copyright 1983 National Council on Compensation Insurance.
Policy No: 6056677063, 6056953497
Policy Effective Date: 11/15/2017