Redondo Beach City Council
May 7, 2024

CliftonLarsonAllen LLP
https://www.claconnect.com
Master Services Agreement
City of Redondo Beach
415 Diamond St., Redondo Beach, CA, 90277
MSA Date: May 7, 2024
This master service agreement (“MSA”) documents the terms, objectives, and the nature and limitations of the services CliftonLarsonAllen LLP (“CLA,” “we,” “us,” and “our”) will provide for City of Redondo Beach (“you,” or “your”). The terms of this MSA will apply to the initial and each subsequent statement of work (“SOW”), unless the MSA is changed in a communication that you and CLA both sign or is terminated as permitted herein.

1. Scope of Professional Services
CLA will provide services as described in one or more SOW that will reference this MSA. The SOW will describe the scope of professional services; the nature, limitations, and responsibilities related to the specific services CLA will provide; and the fees for such services.

If modifications or changes are required during CLA’s performance of requested services, or if you request that we perform any additional services, we will provide you with a separate SOW for your signature. Such SOW will advise you of the additional fee and time required for such services to facilitate a clear understanding of the services. Any subsequent SOW under this MSA, may be executed by the City Manager or designee.

Our services cannot be relied upon to disclose all errors, fraud, or noncompliance with laws and regulations. Except as described in the scope of professional services section of this MSA or any applicable SOW, we have no responsibility to identify and communicate deficiencies in your internal controls as part of any services.

2. Management responsibilities
You acknowledge and understand that our role is to provide the services identified in an SOW and that management, and any other parties engaging CLA, have responsibilities that are fundamental to our undertaking to perform the identified services.

3. Fees and terms
Refer to the applicable SOW and the Schedule of Total of All-Inclusive Maximum Fees (hereinafter “Fee Schedule”), attached hereto as Exhibit C, for the fees for the services.

Work may be suspended if your account becomes 60 days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagements will be deemed to have been completed even if we have not completed the services.

You will be obligated to compensate us for all time expended and to reimburse us for all out-ofpocket expenditures through the date of termination.

Payments may be made utilizing checks, Bill.com, your online banking platform, CLA’s electronic payment platform, or any other client-initiated payment method approved by CLA. CLA’s electronic online bill pay platform claconnect.com/billpay accepts credit card and Automated Clearing House (“ACH”) payments. Instructions for you to make direct bank to bank wire transfers or ACH payments will be provided upon request.

Should there arise a need for services not contemplated by this MSA or its exhibits, due to unforeseen circumstances, including but not limited to, additional requirements prescribed by U.S.

GAAS, or other regulatory adjustments, such services will require a formal written request from your Finance Director or designee. For these additional services, you may authorize a contingency amount, but it shall not exceed five percent of the total amount outlined in the Fee Schedule. This contingency is conditional upon all additional services being billed at the hourly rates specified in the Hourly Rates for Additional Professional Services Schedule (“Additional Hourly Schedule”), attached hereto as Exhibit D, and upon your provision of a written request for additional services.

4. Other Fees
You agree to compensate us for reasonable time and expenses, subject to your prior written approval, that we may incur in responding to a subpoena, a formal third-party request for records or information, or participating in a deposition or any other legal, regulatory, or other proceeding relating to services we provide pursuant to a SOW. For any expenses exceeding a pre-agreed threshold, a detailed explanation and your prior authorization from you will be required before any expense is incurred.

For any expenses incurred under this MSA, CLA will provide itemized receipts for your approval in order to be reimbursed. CLA understands that it will not be reimbursed unless it obtains your approval of these itemized receipts. Notwithstanding the foregoing, you reserve the right to reject any expense reimbursement requests, that, in your sole discretion, are deemed unreasonable.

5. Finance charges and collection expenses
You agree that all invoices will be paid within 45 days from the billing date. In the event that any collection action is required to collect unpaid balances due us, reasonable attorney fees and expenses shall be recoverable.

6. Dispute Resolution
Any disagreement, controversy, or claim (“Dispute”) that may arise out of any aspect of our services or relationship with you shall be submitted to non-binding mediation by written notice (“Mediation Notice”) to the other party. In mediation, we will work with you to resolve any differences voluntarily with the aid of an impartial mediator.

The mediation will be conducted as specified by the mediator and agreed upon by the parties (i.e., you and CLA). The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the Dispute.

Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties.

Any disputes arising from or related to this MSA or any associated SOW shall first be addressed through mediation. If mediation is unsuccessful, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall take place in Redondo Beach, California, and shall be conducted by a single arbitrator mutually agreed upon by both parties. The decision of the arbitrator shall be final and binding upon both parties.

7. Limitation of remedies
These limitation of remedies provisions are not applicable for any audit or examination services provided to you.

Our role is strictly limited to the services described in an SOW, and we offer no assurance as to the results or ultimate outcomes of any services or of any decisions that you may make based on our communications with you. You agree that it is appropriate to limit the liability of CLA, its partners, principals, directors, officers, employees, and agents (each a “CLA party”).

You further agree that you will not hold CLA or any other CLA party liable for any claim, cost, or damage, whether based on warranty, tort, contract, or other law, arising from or related to this MSA, the services provided under an SOW, the work product, or for any plans, actions, or results of an SOW, except to the extent authorized by this MSA. In no event shall any CLA party be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages, or for loss of profits or loss of goodwill, costs, or attorney fees.

The exclusive remedy available to you shall be the right to pursue claims for actual damages that are directly caused by acts or omissions that are breaches by a CLA party of our duties owed under this MSA and the specific SOW. The total liability of CLA for all claims related to this MSA shall not exceed the total fee paid by you under the specific SOW from which the claim arises except in cases of gross negligence, willful misconduct, or fraud, where no cap shall apply. In cases of gross negligence or willful misconduct by CLA, you have the right to seek and obtain both direct and consequential damages.

8. Governing Laws, Jurisdiction, and Venue
The MSA is made under and shall be governed by the laws of the state of California, without giving effect to choice-of-law principles. This includes dispute resolution and limitation of remedies.

9. Time limitations
The nature of our services makes it difficult, with the passage of time, to gather and present evidence that fully and fairly establishes the facts underlying any dispute that may arise between you and any CLA party. The parties (you and CLA) agree that, notwithstanding any statute or law of limitations

that might otherwise apply to a dispute, including one arising out of this MSA or the services performed under an SOW, for breach of contract or fiduciary duty, tort, fraud, misrepresentation or any other cause of action or remedy, any action or legal proceeding by you against any CLA party must be commenced as provided below, or you shall be forever barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery. An action to recover on a dispute shall be commenced within these periods (“Limitation Period”), which vary based on the services provided, and may be modified as described in the following paragraph:

Service Time after the date we deliver the services or work product*
Tax Consulting Services 36 months
Tax Return Preparation 36 months
Examination, compilation, and preparation services
related to prospective financial statements
12 months
Audit, review, examination, agreed-upon procedures,
compilation, and preparation services other than those
related to prospective financial information
24 months
All Other Services 12 months
* pursuant to the SOW on which the dispute is based
If the MSA is terminated or your ongoing relationship with CLA is terminated, then the applicable Limitation Period is the lesser of the above periods or 12 months after termination of MSA or your ongoing relationship with CLA. The applicable Limitation Period applies and begins to run even if you have not suffered any damage or loss, or have not become aware of the existence or possible existence of a dispute.

10. Confidentiality
Except as permitted by the “Consent” section of this MSA, CLA will not disclose any of your confidential, proprietary, or privileged information to any person or party, except in the following circumstances:
a. You authorize the disclosure in writing.
b. The information has been publicly disclosed by you.
c. The information becomes publicly known through no fault of CLA d. Disclosure is compelled by law, regulation, or a professional standard, in which case CLA will provide you with prompt notice of such requirement (to the extent legally permitted) to allow you an opportunity to contest or minimize the disclosure.

This confidentiality provision does not prohibit us from disclosing your information to one or more of our affiliated companies in order to solely provide services that you have requested from us or from any such affiliated company. Any such affiliated company shall be subject to the same restrictions on the use and disclosure of your information as apply to us. You also consent to our disclosure of information regarding the nature of services we provide to you to another independent network member of CLA Global, for the limited purpose of complying with professional obligations regarding independence and conflicts of interest.

The Internal Revenue Code contains a limited privilege for confidentiality of tax advice between you and our firm. In addition, the laws of some states likewise recognize a confidentiality privilege for some accountant-client communications. You understand that CLA makes no representation, warranty or promise, and offers no opinion with respect to the applicability of any confidentiality privilege to any information supplied or communications you have with us, and, to the extent that we follow instructions from you to withhold such information or communications in the face of a request from a third party (including a subpoena, summons or discovery demand in litigation), you agree to hold CLA harmless should the privilege be determined not to apply to particular information or communications.

The workpapers and files supporting the services we perform are the sole and exclusive property of CLA and constitute confidential and proprietary information. We do not provide access to our workpapers and files to you or anyone else in the normal course of business. Unless required by law or regulation to the contrary, we retain our workpapers and files in accordance with our record retention policy that typically provides for a retention period of seven years. After this period expires, our workpapers and files will be destroyed. Furthermore, physical deterioration or catastrophic events may shorten the time our records are available. The workpapers and files of our firm are not a substitute for your records.

Pursuant to authority given by law, regulation, or professional standards we may be requested to make certain workpapers and files available to a regulator for its regulatory oversight purposes. We will notify you of any such request, if permitted by law. Access to the requested workpapers and files will be provided to the regulator under the supervision of CLA personnel and at a location designated by our firm. Furthermore, upon request, we may provide copies of selected workpapers and files to such regulator. The regulator may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies.

CLA agrees to maintain the confidentiality of your proprietary, confidential, and sensitive information, except as expressly permitted in writing by you or as required by law. CLA shall comply with all applicable federal and California state laws regarding data privacy and security. Any disclosure of confidential information without proper authorization shall be considered a material breach of this MSA.

11. Other provisions
You agree that CLA will not be assuming any fiduciary responsibility on your behalf during the course of this MSA, except as may be assumed in an SOW.

CLA may, at times, utilize external web applications to receive and process information from our clients; however, any sensitive data, including protected health information and personally identifiable information, must be redacted by you to the maximum extent possible prior to uploading the document or file. In the event that you are unable to remove or obscure all sensitive data, please contact us to discuss other potential options for transmitting the document or file.

CLA and certain owners of CLA are licensed by the California State Board of Accountancy. However, CLA has owners not licensed by the California State Board of Accountancy who may provide services under this MSA. If you have any questions regarding licensure of the personnel performing services under this MSA, please do not hesitate to contact us.

During the course of the engagement, there may be communication via fax or email. You are responsible to ensure that communications received by you or your personnel are secured and not shared with unauthorized individuals.

12. Consent to use financial information
We regularly aggregate anonymized client data and perform a variety of analyses using that aggregated data. Some of these analyses are published to clients or released publicly. However, we are always careful to preserve the confidentiality of the separate information that we obtain from each client, as required by the AICPA Code of Professional Conduct and various laws. Your acceptance of this MSA will serve as your consent to our use of City of Redondo Beach anonymized data in performing and reporting on these cost comparison, performance indicator and/or benchmarking analyses.

Unless authorized by law or the client consents, we cannot use a client’s tax return information for purposes other than the preparation and filing of the client’s tax return. By signing and dating this MSA, you authorize CLA to use any and all information furnished to CLA for or in connection with the preparation of the tax returns under this MSA, for a period of up to six (6) years from the date of this MSA, in connection with CLA’s preparation of the types of reports described in the foregoing paragraph.

13. Consent to send you publications and other materials For your convenience, CLA produces a variety of publications, hard copy and electronic, to keep you informed about pertinent business and personal financial issues. This includes published articles, invitations to upcoming seminars, webinars and webcasts, newsletters, surveys, and press releases.

To determine whether these materials may be of interest to you, CLA will need to use your tax return information. Such tax information includes your name and address as well as the business and financial information you provided to us.

By signing and dating this MSA, you authorize CLA to use the information that you provide to CLA during the preparation of your tax returns to determine whether to offer you relevant materials.

Your consent is valid until further notice.

14. Subcontractors
CLA may, at times, subject to your prior written approval, use subcontractors to perform services under this MSA, and they may have access to your information and records. Any such subcontractors will be subject to the same restrictions on the use of such information and records as apply to CLA under this MSA.

15. Technology
CLA may, at times, use third-party software applications to perform services under this MSA. You acknowledge the software vendor may have access to your data.

16. Termination of MSA
This MSA shall continue for three years from May 7, 2024, unless terminated earlier by giving appropriate notice (“Initial Term”). Following the Initial Term, the MSA shall automatically renew for a two year period. Should you wish to prevent automatic renewal, you must notify CLA at least fifteen days prior to current term’s expiration. Either party may terminate this MSA at any time by giving 30 days written notice to the other party. Upon termination or expiration of this MSA, all duties and responsibilities of the parties shall cease, except that the following provisions shall survive and continue in full force and effect:
a. Outstanding Obligations: Both parties shall be required to fulfill any obligations accrued prior to the termination date, including the payment of any fees for services rendered and expenses incurred up to the date of termination.
b. Transition of Services: To ensure an orderly transition of services and minimize disruption to your operations, CLA agrees to cooperate fully for a period of up to ninety (90) days after termination to transfer responsibilities smoothly to another designated service provider or back to you. This cooperation includes, but is not limited to, providing necessary documentation, completing pending tasks, and assisting with any issues arising from services previously rendered.
c. Access to Documents and Data: CLA shall provide you with access to all work products, documents, and data related to services performed under this MSA up until the date of termination. You shall have the right to obtain copies of all such materials at its request. CLA agrees to preserve these materials for a period of at least twelve (12) months following the termination date to ensure you have adequate access.
d. Confidentiality: The confidentiality obligations set forth in this MSA shall remain in effect indefinitely, regardless of the termination of this MSA. CLA shall continue to treat all of your confidential information with the utmost care and security. e. Dispute Resolution: Any disputes arising out of or related to the terms of this MSA that remain unresolved at the time of termination shall be resolved in accordance with the Dispute Resolution provisions specified in Section 6 of this MSA.

17. Indemnification
CLA agrees to indemnify, defend, and hold harmless you, your officials, officers, and employees against any losses, liabilities, damages, claims, costs, and expenses, including reasonable attorneys’ fees arising directly from any act of gross negligence or willful misconduct committed by CLA under this MSA. This indemnification will not apply to claims arising out of your negligence or willful misconduct. The provisions of this clause shall survive the termination or expiration of this MSA.

18. Insurance
CLA shall, at its own expense, maintain insurance throughout the term of this engagement. The coverage limits and terms shall be no less than those set forth in the Insurance Coverage Certificate attached hereto as Exhibit E. CLA agrees to provide you with a current Certificate of Insurance evidencing such coverage upon request and upon renewal of the policy. CLA will notify you in writing of any material changes to the policy, including but not limited to, changes in coverage, policy, terms, or cancellation. The insurance maintained by CLA shall be with insurers with an AM Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance, unless otherwise agreed upon in writing by your Risk Manager.

19. Agreement
We appreciate the opportunity to be of service to you and believe this MSA and its attached exhibits accurately summarizes the significant terms of our relationship. a. Exhibit A: SOW - Audit Services
b. Exhibit B: SOW - Agreed-Upon Procedures
c. Exhibit C: Fee Schedule
d. Exhibit D: Additional Hourly Schedule
e. Exhibit E: Insurance Coverage Certificates
Together, the MSA and these exhibits constitute the entire agreement regarding services to be performed and supersedes all prior agreements (whether oral or written), understandings, negotiations, and discussions between you and CLA. If you have any questions, please let us know.

If you agree with the terms of our relationship as described in this MSA, please sign, date, and return.

CliftonLarsonAllen LLP
Robert J. Callanan
Principal
714-795-5354
[email protected]

Response:

This MSA correctly sets forth the understanding of the City of Redondo Beach.

CLA
CliftonLarsonAllen LLP
______________
Robert J. Callanan, Principal
Client
City of Redondo Beach
_________________
James A. Light, Mayor
ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
_________________________________
Michael W. Webb, City Attorney
APPROVED:
___________________________________
Diane Strickfaden, Risk Manager

Exhibit A

CliftonLarsonAllen LLP
https://www.claconnect.com
Statement of Work - Audit Services
May 7, 2024
This document constitutes a statement of work ("SOW") made by and between CliftonLarsonAllen LLP ("CLA," "we," "us," and "our") and the City of Redondo Beach ("you," "your," or "the entity"). We are pleased to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services CLA will provide for the entity for the three fiscal years ending June 30, 2026 and for the twofiscal years during the renewal period ending June 30, 2028.

Scope of audit services
For each year, we will audit the financial statements of the governmental activities, business-type activities, each major fund, and the aggregate remaining fund information, which collectively comprise the basic financial statements of the City of Redondo Beach, and the related notes to the financial statements.

The Governmental Accounting Standards Board (GASB) provides for certain required supplementary information (RSI) to accompany the entity's basic financial statements.

The RSI will be subjected to certain limited procedures, but will not be audited.

We will also evaluate and report on the presentation of the supplementary information other than RSI accompanying the financial statements in relation to the financial statements as a whole.

Nonaudit services
We will also provide the following nonaudit services:
· Preparation of your financial statements and the related notes. · Preparation of the required supplementary information (RSI). · Preparation of the supplementary information.
· Preparation of the Data Collection Form
Audit objectives
The objectives of our audit of the financial statements are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, Exhibit A

and to issue an auditors' report that includes our opinion about whether your financial statements are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America (U.S. GAAS) will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

Our audit will be conducted in accordance with U.S. GAAS; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards require us to be independent of the entity and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. Our audit will include tests of your accounting records, a determination of major program(s) in accordance with the Uniform Guidance, and other procedures we consider necessary to enable us to express opinions and render the required reports.

We will apply certain limited procedures to the RSI in accordance with U.S. GAAS. However, we will not express an opinion or provide any assurance on the RSI because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. We will also perform procedures to enable us to express an opinion on whether the supplementary information (as identified above) other than RSI accompanying the financial statements is fairly stated, in all material respects, in relation to the financial statements as a whole.

The objectives of our audit also include:
- Reporting on internal control over financial reporting and on compliance with the provisions of laws, regulations, contracts, and award agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. - Reporting on internal control over compliance related to major programs and expressing an opinion (or disclaimer of opinion) on compliance with federal statutes, regulations, and the terms and conditions of federal awards that could have a direct and material effect on each major program in accordance with the Uniform Guidance.

The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will include a paragraph that states (1) that the purpose of the report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance, and (2) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. The Uniform Guidance report on internal control over compliance will include a paragraph that states that the purpose of the report on internal control over compliance is solely to describe the scope of our testing of Exhibit A

internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Both reports will state that the report is not suitable for any other purpose.

We will issue written reports upon completion of our audit of your financial statements and compliance with requirements applicable to major programs.

Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinions, add an emphasis-of-matter or other-matter paragraph to our auditors' report, or if necessary, withdraw from the engagement. If our opinions on the financial statements or compliance are other than unmodified, we will discuss the reasons with you in advance. If circumstances occur related to the condition of your records, the availability of sufficient, appropriate audit evidence, or the existence of a significant risk of material misstatement of the financial statements or material noncompliance caused by error, fraudulent financial reporting, or misappropriation of assets, which in our professional judgment prevent us from completing the audit or forming an opinion on the financial statements or an opinion on compliance, we retain the right to take any course of action permitted by professional standards, including declining to express opinions or issue reports, or withdrawing from the engagement.

It is our understanding that our auditors' report will be included in your annual report which is comprised of an introductory section, financial section and statistical section and that your annual report will be issued by at the same time as the financial statements. Our responsibility for other information included in your annual report does not extend beyond the financial information identified in our opinion on the financial statements. We have no responsibility for determining whether such other information is properly stated and do not have an obligation to perform any procedures to corroborate other information contained in your annual report. We are required by professional standards to read the other information and consider whether a material inconsistency exists between the other information and the financial statements because the credibility of the financial statements and our auditors' report thereon may be undermined by material inconsistencies between the audited financial statements and other information.

If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report.

Auditor responsibilities, procedures, and limitations
We will conduct our audit in accordance with U.S. GAAS, the standards for financial audits contained in Government Auditing Standards, and the Uniform Guidance.

Those standards require that we exercise professional judgment and maintain professional skepticism throughout the planning and performance of the audit. As part of our audit, we will:
• Identify and assess the risks of material misstatement of the financial statements and material noncompliance, whether due to fraud or error, design and perform audit procedures responsive to those risks, and evaluate whether audit evidence obtained is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement or a material noncompliance resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Exhibit A

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. However, we will communicate to you in writing any significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we have identified during the audit.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements, including the amounts and disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Conclude, based on our evaluation of audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern for a reasonable period of time.

Although our audit planning has not been concluded and modifications may be made, we have identified the following significant risk(s) of material misstatement as part of our audit planning:
• Management override of controls
• Revenue recognition
There is an unavoidable risk, because of the inherent limitations of an audit, together with the inherent limitations of internal control, that some material misstatements or noncompliance may not be detected, even though the audit is properly planned and performed in accordance with U.S. GAAS, Government Auditing Standards, and the Uniform Guidance. Because we will not perform a detailed examination of all transactions, material misstatements, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity, may not be detected.

Because the determination of waste and abuse is subjective, Government Auditing Standards do not require auditors to perform specific procedures to detect waste or abuse in financial audits nor do they expect auditors to provide reasonable assurance of detecting waste or abuse.

In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or on major programs. However, we will inform the appropriate level of management and those charged with governance of any material errors, fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management and those charged with governance of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. We will include such matters in the reports required for a single audit.

Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting fraud or errors that are material to the financial statements and to preventing and detecting misstatements resulting from noncompliance with provisions of laws, regulations, Exhibit A

contracts, and grant agreements that have a material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards.

As required by the Uniform Guidance, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance.

An audit is not designed to provide assurance on internal control or to identify deficiencies, significant deficiencies, or material weaknesses in internal control. However, we will communicate to you in writing significant deficiencies or material weaknesses in internal control relevant to the audit of the financial statements that we identify during the audit that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance.

As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the entity's compliance with the provisions of laws, regulations, contracts, and grant agreements that have a material effect on the financial statements. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards.

We will include in our report on internal control over financial reporting and on compliance relevant information about any identified or suspected instances of fraud and any identified or suspected noncompliance with provisions of laws, regulations, contracts, or grant agreements that may have occurred that are required to be communicated under Government Auditing Standards.

The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with federal statutes, regulations, and the terms and conditions of federal awards that may have a direct and material effect on each of the entity's major programs. Our procedures will consist of tests of transactions and other applicable procedures described in the "OMB Compliance Supplement" for the types of compliance requirements that could have a direct and material effect on each of the entity's major programs. The purpose of these procedures will be to express an opinion on the entity's compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance.

We will evaluate the presentation of the schedule of expenditures of federal awards accompanying the financial statements in relation to the financial statements as a whole. We will make certain inquiries of management and evaluate the form, content, and methods of preparing the schedule to determine whether the information complies with U.S. GAAP and the Uniform Guidance, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We will compare and reconcile the schedule to the underlying Exhibit A

accounting records and other records used to prepare the financial statements or to the financial statements themselves.

Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors.

Management responsibilities
Our audit will be conducted on the basis that you (management and, when appropriate, those charged with governance) acknowledge and understand that you have certain responsibilities that are fundamental to the conduct of an audit.

You are responsible for the preparation and fair presentation of the financial statements, RSI, and the schedule of expenditures of federal awards in accordance with U.S. GAAP. Management is also responsible for identifying all federal awards received, understanding and complying with the compliance requirements, and for the preparation of the schedule of expenditures of federal awards (including notes and noncash assistance received) in accordance with the requirements of the Uniform Guidance.

Management's responsibilities include the selection and application of accounting principles; recording and reflecting all transactions in the financial statements; determining the reasonableness of significant accounting estimates included in the financial statements; adjusting the financial statements to correct material misstatements; and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern for 12 months beyond the financial statement date.

Management is responsible for compliance with applicable laws and regulations and the provisions of contracts and grant agreements, including compliance with federal statutes, regulations, and the terms and conditions of federal awards applicable to the entity's federal programs. Your responsibilities also include identifying significant contractor relationships in which the contractor has responsibility for program compliance and for the accuracy and completeness of that information.

You are responsible for the design, implementation, and maintenance of effective internal control, including internal control over compliance, relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, including evaluating and monitoring ongoing activities and safeguarding assets to help ensure that appropriate goals and objectives are met; and that there is reasonable assurance that government programs are administered in compliance with compliance requirements.

You are responsible for the design, implementation, and maintenance of internal controls to prevent and detect fraud; assessing the risk that the financial statements may be materially misstated as a result of fraud; and for informing us about all known or suspected fraud affecting the entity involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud Exhibit A

could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the entity received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for implementing systems designed to achieve compliance with applicable laws and regulations and the provisions of contracts and grant agreements, including compliance with federal statutes, regulations, and the terms and conditions of federal awards applicable to the entity's federal programs; identifying and ensuring that the entity complies with applicable laws, regulations, contracts, and grant agreements, including compliance with federal statutes, regulations, and the terms and conditions of federal awards applicable to the entity's federal programs; and informing us of all instances of identified or suspected noncompliance whose effects on the financial statements should be considered.

You are responsible for taking timely and appropriate steps to remedy any fraud; noncompliance with provisions of laws, regulations, contracts, or grant agreements; or abuse that we may report. Additionally, as required by the Uniform Guidance, it is management's responsibility to evaluate and monitor noncompliance with federal statutes, regulations, and the terms and conditions of federal awards; take prompt action when instances of noncompliance are identified, including noncompliance identified in audit findings; and to follow up and take prompt corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. The summary schedule of prior audit findings should be available for our review.

You are responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, including amounts and disclosures, such as records, documentation, identification of all related parties and all related-party relationships and transactions, and other matters, and for the accuracy and completeness of that information (including information from within and outside of the general and subsidiary ledgers), and for ensuring management information and financial information is reliable and properly reported; (2) access to personnel, accounts, books, records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance; (3) additional information that we may request for the purpose of the audit; and (4) unrestricted access to persons within the entity from whom we determine it necessary to obtain audit evidence.

You agree to inform us of events occurring or facts discovered subsequent to the date of the financial statements that may affect the financial statements.

You agree to include our report on the schedule of expenditures of federal awards in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards. You also agree to include the audited financial statements with any presentation of the schedule of expenditures of federal awards that includes our report thereon or make the audited financial statements readily available to intended users of the schedule of expenditures of federal awards no later than the date the schedule of expenditures of federal awards is issued with our report thereon. Your responsibilities include acknowledging to us in the representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance; (2) you believe the schedule of expenditures of federal awards, including its form and content, is fairly presented in accordance with the Uniform Guidance; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and Exhibit A

(4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards.

Management is responsible for the preparation and fair presentation of other supplementary information in accordance with U.S. GAAP. You agree to include our report on the supplementary information in any document that contains, and indicates that we have reported on, the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon or make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. You agree to provide us written representations related to the presentation of the supplementary information.

Management is responsible for the preparation of other information included in your annual report. You agree to provide the final version of such information to us in a timely manner, and if possible, prior to the date of our auditors' report. If the other information included in your annual report will not be available until after the date of our auditors' report on the financial statements, you agree to provide written representations indicating that (1) the information is consistent with the financial statements, (2) the other information does not contain material misstatements, and (3) the final version of the documents will be provided to us when available, and prior to issuance of the annual report by the entity, so that we can complete the procedures required by professional standards. Management agrees to correct material inconsistencies that we may identify. You agree to include our auditors' report in any document containing financial statements that indicates that such financial statements have been audited by us.

Management is responsible for providing us with a written confirmation concerning representations made by you and your staff to us in connection with the audit and the presentation of the basic financial statements and RSI. During our engagement, we will request information and explanations from you regarding, among other matters, the entity's activities, internal control, future plans, specific transactions, and accounting systems and procedures. The procedures we will perform during our engagement and the conclusions we reach as a basis for our report will be heavily influenced by the representations that we receive in the representation letter and otherwise from you. Accordingly, inaccurate, incomplete, or false representations could cause us to expend unnecessary effort or could cause a material fraud or error to go undetected by our procedures. In view of the foregoing, you agree that we shall not be responsible for any misstatements in the entity's financial statements that we may fail to detect as a result of misrepresentations made to us by you.

Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies to us of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the "Audit objectives" section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or other engagements or studies. You are also responsible for providing management's views on our current findings, conclusions, and recommendations, as well as your planned corrective actions for the report, and for the timing and format for providing that information.

Exhibit A

Responsibilities and limitations related to nonaudit services For all nonaudit services we may provide to you, management agrees to assume all management responsibilities; oversee the services by designating an individual, preferably within senior management, who possesses suitable skill, knowledge, and/or experience to understand and oversee the services; evaluate the adequacy and results of the services; and accept responsibility for the results of the services.

Management is also responsible for ensuring that your data and records are complete and that you have received sufficient information to oversee the services.

Use of financial statements
Should you decide to include or incorporate by reference these financial statements and our auditors' report(s) thereon in a future private placement or other offering of equity or debt securities, you agree that we are under no obligation to re-issue our report or provide consent for the use of our report in such a registration or offering document. We will determine, at our sole discretion, whether we will re-issue our report or provide consent for the use of our report only after we have performed the procedures we consider necessary in the circumstances. If we decide to re-issue our report or consent to the use of our report, we will be required to perform certain procedures including, but not limited to, (a) reading other information incorporated by reference in the registration statement or other offering document and (b) subsequent event procedures. These procedures will be considered an engagement separate and distinct from our audit engagement, and we will bill you separately. If we decide to re-issue our report or consent to the use of our report, you agree that we will be included on each distribution of draft offering materials and we will receive a complete set of final documents. If we decide not to re-issue our report or decide to withhold our consent to the use of our report, you may be required to engage another firm to audit periods covered by our audit reports, and that firm will likely bill you for its services. While the successor auditor may request access to our workpapers for those periods, we are under no obligation to permit such access.

If the parties (i.e., you and CLA) agree that CLA will not be involved with your official statements related to municipal securities filings or other offering documents, we will require that any official statements or other offering documents issued by you with which we are not involved clearly indicate that CLA is not involved with the contents of such documents. Such disclosure should read as follows:

CliftonLarsonAllen LLP, our independent auditor, has not been engaged to perform and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. CliftonLarsonAllen LLP also has not performed any procedures relating to this offering document.

With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website or submitted on a regulator website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in those sites or to consider the consistency of other information in the electronic site with the original document.

We may issue preliminary draft financial statements to you for your review. Any preliminary draft financial statements should not be relied on or distributed.

Exhibit A

Engagement administration and other matters
We understand that your employees will prepare all confirmations, account analyses, and audit schedules we request and will locate any documents or invoices selected by us for testing. A list of information we expect to need for our audit and the dates required will be provided in a separate communication.

At the conclusion of the engagement, we will complete the auditor sections of the electronic Data Collection Form SF-SAC and perform the steps to certify the Form SF-SAC and single audit reporting package. It is management's responsibility to complete the auditee sections of the Data Collection Form.

We will create the single audit reporting package PDF file for submission; however, it is management's responsibility to review for completeness and accuracy and electronically submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors' reports, and corrective action plan) along with the Data Collection Form to the federal audit clearinghouse and, if appropriate, to pass-through entities. The Data Collection Form and the reporting package must be electronically submitted within the earlier of 30 calendar days after receipt of the auditors' reports or nine months after the end of the audit period.

We will provide copies of our reports to the entity; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing confidential or sensitive information, copies of our reports are to be made available for public inspection.

The audit documentation, including all working papers supporting CLA’s opinions on the City’s financial statements and evidencing that the audit was conducted in accordance with U.S. GAAS, the standards for financial audits contained in Government Auditing Standards, and the Uniform Guidance, will be handled in compliance with the California Public Records Act. While these documents are initially the proprietary information of CLA, disclosure to the public will be governed by applicable laws ensuring that only exempt information is withheld from public access. Furthermore, subject to applicable laws and regulations, audit documentation and appropriate individuals will be made available upon request and in a timely manner to California State Controller's Office, or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of CLA personnel. Furthermore, upon request, we may provide copies or electronic versions of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies.

CLA commits to keeping all of your data and information obtained during the audit confidential. They will not share this information with anyone else unless required by law or necessary according to professional standards. This confidentiality promise will continue even after the audit work ends.

The audit documentation for this engagement will be retained for a minimum of seven years after the report release date or for any additional period requested by the California State Controller's Office. If we are aware that a federal or state awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation.

Exhibit A

Professional standards require us to be independent with respect to you in the performance of these services. Any discussion that you have with our personnel regarding potential employment with you could impair our independence with respect to this engagement. Therefore, we request that you inform us prior to any such discussions so that we can implement appropriate safeguards to maintain our independence and objectivity. Further, any employment offers to any staff members working on this engagement without our prior knowledge may require substantial additional procedures to ensure our independence.

You will be responsible for any additional costs incurred to perform these procedures.

Our audit engagement ends on delivery of our signed report. Any additional services that might be requested will be a separate, new engagement. The terms and conditions of that new engagement will be governed by a new, specific SOW for that service.

Government Auditing Standards require that we make our most recent external peer review report publicly available. The report is posted on our website at www.CLAconnect.com/Aboutus/.

Data Protection
CLA will use strong security measures to protect your data, including:
• All sensitive data will be encrypted when stored and sent. • Only CLA staff who need to work with your data for the audit will have access to it. • In the event of a data breach, CLA will notify you within 48 hours, detailing the incident and the steps being taken to address it.
• CLA will regularly check that its data protection measures are working well and follow all relevant laws, such as the California Consumer Privacy Act.

Unexpected circumstances
We will advise you if unexpected circumstances require significant additional procedures resulting in a substantial increase in the fee estimate.

Changes in accounting and audit standards
Standard setters and regulators continue to evaluate and modify standards. Such changes may result in new or revised financial reporting and disclosure requirements or expand the nature, timing, and scope of the activities we are required to perform. To the extent that the amount of time required to provide the services described in the SOW increases due to such changes, our fee may need to be adjusted. We will discuss such circumstances with you prior to performing the additional work.

Agreement
We appreciate the opportunity to provide to you the services described in this SOW and believe this SOW accurately summarizes the significant terms of our audit engagement. If you have any questions, please let us know.

Exhibit B

CliftonLarsonAllen LLP
https://www.claconnect.com
Statement of Work - Agreed-upon Procedures
May 7, 2024
This document constitutes a statement of work ("SOW") made by and between CliftonLarsonAllen LLP ("CLA," "we," "us," and "our") and the City of Redondo Beach ("you," "your," or "the entity"). We are pleased to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the services CLA will provide for the entity for the three fiscal years ending June 30, 2026 and for the two fiscal years during the renewal period ending June 30, 2028.

Scope, objective, and responsibilities
We will apply the agreed-upon procedures which the City of Redondo Beach has specified and agreed to, listed in the attached schedule, to the Appropriations Limit Worksheet No. 6 of the City as of or for the year ended June 30, 2024. The City is responsible for Appropriations Limit Worksheet No. 6.

Our engagement to apply agreed-upon procedures will be conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require us to be independent of the entity or responsible party, as applicable, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our engagement. The City of Redondo Beach agrees to and acknowledges the procedures performed or to be performed are appropriate for the intended purpose of the requirements of Section 1.5 of Article XIII-B of the California Constitution. The intended users of the agreed-upon procedures report are City Council and management of the City. Intended users in addition to the City of Redondo Beach may be requested to agree to the procedures and acknowledge that the procedures performed are appropriate for the intended purpose.

Consequently, we make no representation regarding the appropriateness of the procedures enumerated in the attached schedule either for the purpose for which this report has been requested or for any other purpose. The intended users assume the risk that such procedures might be inappropriate for the intended purpose and the risk that they might misunderstand or otherwise inappropriately use findings properly reported by CLA.

Our responsibility is to perform the specified procedures and report the findings in accordance with the attestation standards. For purposes of reporting findings, you specified a threshold of $100.00 for reporting exceptions. Because the agreed-upon procedures listed in the attached schedule do not constitute an examination, audit, or review, we will not express an opinion or conclusion on the Appropriations Limit Worksheet No. 6 or the City’s financial statements or any elements, accounts, or items thereof. Also, we will not express an opinion or conclusion on the effectiveness of the City’s internal Exhibit B

control over financial reporting or any part thereof. In addition, we have no obligation to perform any procedures beyond those listed in the attached schedule.

At the conclusion of the engagement, you agree to provide a written representation letter that includes your agreement and acknowledgement that the procedures performed are appropriate for the intended purpose of the engagement and, if applicable, that you have obtained from necessary other parties their agreement to the procedures and acknowledgement that the procedures performed are appropriate for their purposes.

We will issue a written report upon completion of our engagement that lists the procedures performed and our findings. This report is intended solely for the information and use of City Council and management of the City and should not be used by anyone other than the specified parties. If, for any reason, we are unable to complete the procedures, we will describe any restrictions on the performance of the procedures in our report or will not issue a report and withdraw from this engagement. Our report will include a statement indicating that had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

An agreed-upon procedures engagement is not designed to detect instances of fraud or noncompliance with laws or regulations; however, we will communicate to you any known and suspected fraud and noncompliance with laws or regulations affecting the Appropriations Limit Worksheet No. 6 that come to our attention, unless they are clearly inconsequential. In addition, if, in connection with this engagement, matters come to our attention that contradict the Appropriations Limit Worksheet No. 6, we will disclose those matters in our report. Such disclosures, if any, may not necessarily include all matters that might have come to our attention had we performed additional procedures or an examination or review.

Management is responsible for providing us with (1) access to all information of which you are aware that is relevant to the Appropriations Limit Worksheet No. 6 and the agreed-upon procedures, such as records, documentation, and other matters, and for the accuracy and completeness of that information; (2) additional information that we may request for the purpose of performing the agreed-upon procedures; and (3) unrestricted access to persons within the entity from whom we determine it necessary to obtain evidence relating to performing the procedures. You agree to inform us of events occurring or facts discovered subsequent to the date of the Appropriations Limit Worksheet No. 6 that may affect the Appropriations Limit Worksheet No. 6.

Engagement administration and other matters
A list of information we expect to need for the engagement and the dates required will be provided in a separate communication.

CLA will not disclose any of your confidential, proprietary, or privileged information to any persons as outlined in the Agreement between you and CLA dated May 7, 2024.

Our engagement ends on delivery of our signed report. Any additional services that might be requested Exhibit B

will be a separate, new engagement. The terms and conditions of that new engagement will be governed by a new, specific SOW for that service.

Agreement
We appreciate the opportunity to be of service to you and believe this SOW accurately summarizes the significant terms of our engagement.

Schedule of Procedures to be Performed
● We will obtain the completed Appropriations Limit Worksheet No. 6 for each year and compare the limit and annual adjustment factors included in that worksheet to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compare the population and inflation options included in the aforementioned worksheet to those that were selected by a recorded vote of the City Council.
● For the Appropriations Limit Worksheet No. 6, we will add last year’s limit to the total adjustments and compare the resulting amount to this year’s limit. We will also recalculate the adjustment factor and the adjustment for inflation and population and compare the results to the amounts on Worksheet No. 6.
● We will compare the prior year appropriations limit presented in the accompanying Appropriations Limit Worksheet No. 6 to the prior year appropriations limit adopted by the City Council for the prior year.

CITY OF REDONDO BEACH

SCHEDULE OF TOTAL ALL-INCLUSIVE MAXIMUM FEES

ALL PROPOSED FISCAL YEARS
FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28
Audit of City's basic financial statements $ 57,180 $ 59,379 $ 61,204 $ 63,361 $ 65,780 2,450 2,536 2,620 2,710 2,800
2,450 2,536 2,620 2,710 2,800
8,600 8,901 9,210 9,530 9,860
550 569 590 610 630
Optional Service: Internal Service Funds Report 2,660 2,753 2,850 2,950 3,050 Optional Service: Enterprise Funds Report 2,660 2,753 2,850 2,950 3,050 Subtotal for services described in RFP 76,550 79,427 81,944 84,821 87,970 Out-of-pocket Expenses:

Transportation Costs 600 621 643 666 689

5.0% Technology and Client Service Fee 3,829 3,960 4,100 4,240 4,390 Subtotal Out-of-pocket Expenses 4,429 4,581 4,743 4,906 5,079 Executive Time for Research and Assistance 9,828 10,172 10,528 10,897 11,279 Total all-inclusive maximum price $ 90,807 $ 94,180 $ 97,215 $ 100,624 $ 104,328 (1) This fee contemplates auditing up to two major programs. Additional major programs will be $3,800 each.

Appropriations Limit Agreed-upon Procedures
Two-year Option
Service
Audit of Housing Successor fund financial
statements
Audit of City's Inmate Benefit Trust fund
financial statements
Single Audit (1)

CITY OF REDONDO BEACH

HOURLY RATES FOR ADDITIONAL PROFESSIONAL SERVICES
FY 2024 FY 2025 FY 2026 FY 2027 FY 2028
Engagement Principal $ 390 $ 404 $ 418 $ 432 $ 448
Director 250 259 268 277 287
Senior 160 166 171 177 184
Associates 100 104 107 111 115
Administrative Support Staff 110 114 118 122 126
If the Agency wishes us to perform consulting or other significant services outside the scope of the services described herein, a separate written request from the Agency will be required. Our hourly rates for these services during each year under the basic contract will be as follows:

Two-Year Option
Exhibit E
Insurance Coverage Certificates
See the attached documents.
04/17/2024
North Risk Partners
P.O. Box 64016
St Paul MN 55164-0016
Julie Bushinger
(763) 536-8006
[email protected]
CliftonLarsonAllen LLP
220 South 6th Street
Suite 300
Minneapolis MN 55402-1436
Great Northern Insurance Company 20303
Federal Insurance Company 20281
Chubb Indemnity Insurance Company 12777
23/24 CERT #3
A 35983569 12/31/2023 12/31/2024
1,000,000
1,000,000
10,000
1,000,000
2,000,000
2,000,000
Combined Total
Aggregate
10,000,000
B 73572825 12/31/2023 12/31/2024
1,000,000
Uninsured motorist
combined single limit
1,000,000
B
0 79880747 12/31/2023 12/31/2024
50,000,000
50,000,000
C N 71749276 12/31/2023 12/31/2024
1,000,000
1,000,000
1,000,000
The City, its officers, elected and appointed officials, employees, and volunteers are included as additional insureds is included as additional insured on General Liability per form 80-02-2367 Rev 5-07 and on Automobile per form 16-02-0292 Ed 4-11 when required in prior written contract. General Liability is primary and non-contributory per form 80-02-2367 Rev 5-07 and Auto Liability is primary per form 16-02-0316 Ed 10-14 when required in prior written contract. Waiver of Subrogation included on General Liability per form 80-02-2000 & on Auto per form 16-02-0292 when required in prior written contract.

General Liability & Auto Policies have been endorsed to provide 30 days notice of cancellation, with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively. Umbrella Policy is follow form. Waiver of Subrogation is included on Workers' Compensation Policies for all states except Kentucky where prohibited by law utilizing the following policy forms: California WC 90 03 75, Texas WC 42 03 City of Redondo Beach
415 Diamond Street, Door 1
Redondo Beach CA 90277

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

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.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

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. $
$
$
$

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTHSTATUTEPER
(MM/DD/YYYY) LIMITS

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

LTR TYPE OF INSURANCE POLICY NUMBER
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY
PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
CliftonLarsonAllen LLP
00106559
North Risk Partners
25 Certificate of Liability Insurance
04, All Other States, Except Kentucky WC 00 03 13, when required by prior written agreement. Workers' Compensation coverage is not provided in the following monopolistic states: ND; OH, WA; and WY.

ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

COMMERCIAL AUTOMOBILE
THIS ENDORSEMENT CHANG ES THE POLICY. PLEASE READ IT CAREFULLY. 16-02-0306 (Ed. 5-11) Page 1 of 1

NOTICE OF CANCELLATION
(OTHER THAN NONPAYMENT OF PREMIUM)

SCHEDULED PERSON(S) OR ORGANIZATION(S)
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM

GARAGE COVERAGE FORM

TR UCKERS COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

SCH EDULE
Name of Person(s) or Organization(s):

Address:

Under Common Policy Conditions the following condition is added:

NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIU M)

SCHEDU LED PERSON(S) OR ORGANIZATION(S)
When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCH EDULE at least 30 days in advance of the cancellation date.

Any failure by us to notify such person(s) or organization(s) will not:

Impose any liability or obligation of any kind upon us; or Invalidate such cancellation.

IF YOU ARE OBLIGATED, PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT TO N/A

PROVIDE PERSON(S) OR ORGANIZATION(S) WITH NOTICE OF CANCELLATION,

THEN WE WILL NOTIFY SUCH PERSON(S) OR ORGANIZATION(S) PROVIDED THAT WITHIN 15 DAYS OF THE DATE WE SEND NOTICE OF CANCELLATION TO THE

FIRST NAMED INSURED, THE FIRST NAMED INSURED OR PRODUCER OF RECORD

PROVIDES US WITH A SPREADSHEET CONTAINING THE NAME, MAILING ADDRESS AND, IF AVAILABLE, E-MAIL ADDRESS OF THE PERSON(S) OR ORGANIZATION(S).

16-02-0316 Ed. 10 14 Page 1 of 1
POLICY NUMBER: (23)7357-28-25 COMMERCIAL AUTO
16-02-0316 Ed. 10 14
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NON-CONTRIBUTORY LIABILITY

INSURANCE
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: CLIFTONLARSONALLEN LLP
Endorsement Effective Date: 12/31/2023

SCHEDULE
Name(s) Of Person(s) Or Organization(s):

AS REQUIRED BY WRITTEN CONTRACT
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following is added to Item 5. – “Other
Insurance” of Item B. – “General Conditions” under
Section IV – “Business Auto Conditions”:
e. Regardless of the provisions of Paragraph 5.a.
through d. above, for any liability arising out of the
ownership, maintenance, use, rental, lease, loan, hire
or borrowing by an ”insured” of a covered “auto” for
which an “insured” is contractually obligated to
provide primary insurance coverage to a client, this
Coverage Form will be primary and non-contributory
with respect to the Persons or Organizations in the
schedule, regardless of the availability or existence of other collectible insurance under any other Coverage
Form or policy that applies on a primary basis.

Form: 16-02-0292 (Rev. 11-16) Page 1 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission"

COMMERCIAL AUTOMOBILE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
This endorsement modifies the Business Auto Coverage Form.

1. EXTENDED CANCELLATION CONDITION
Paragraph A.2.b. – CANCELLATION - of the
COMMON POLICY CONDITIONS form IL 00 17 is
deleted and replaced with the following:
b. 60 days before the effective date of cancellation if we cancel for any other reason.

2. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or Formed
Organizations As Insureds
The Named Insured shown in the Declarations is
amended to include:

1. Any legally incorporated subsidiary in which
you own more than 50% of the voting stock on
the effective date of the Coverage Form.

However, the Named Insured does not include
any subsidiary that is an “insured” under any
other automobile policy or would be an
“insured” under such a policy but for its
termination or the exhaustion of its Limit of
Insurance.

2. Any organization that is acquired or formed by
you and over which you maintain majority
ownership. However, the Named Insured
does not include any newly formed or acquired
organization:
(a) That is an “insured” under any other
automobile policy;
(b) That has exhausted its Limit of Insurance
under any other policy; or
(c) 180 days or more after its acquisition or
formation by you, unless you have given
us written notice of the acquisition or
formation.

Coverage does not apply to “bodily injury” or
“property damage” that results from an “accident”
that occurred before you formed or acquired the
organization.

B. Employees as Insureds
Paragraph A.1. – WHO IS AN INSURED – of
SECTION II – LIABILITY COVERAGE is amended to
add the following:
d. Any “employee” of yours while using a
covered “auto” you don’t own, hire or
borrow in your business or your personal
affairs.

C. Lessors as Insureds
Paragraph A.1. – WHO IS AN INSURED – of
SECTION II – LIABILITY COVERAGE is
amended to add the following:
e. The lessor of a covered “auto” while the
“auto” is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor; and
(2) The “auto” is leased without a driver.

Such leased “auto” will be considered a
covered “auto” you own and not a covered
“auto” you hire.

However, the lessor is an “insured” only
for “bodily injury” or “property damage”
resulting from the acts or omissions by:

1. You;

2. Any of your “employees” or agents;
or

3. Any person, except the lessor or
any “employee” or agent of the
lessor, operating an “auto” with the
permission of any of 1. and/or 2.
above.

D. Persons And Organizations As Insureds
Under A Written Insured Contract
Paragraph A.1 – WHO IS AN INSURED – of
SECTION II – LIABILITY COVERAGE is
amended to add the following:
f. Any person or organization with respect to
the operation, maintenance or use of a
covered “auto”, provided that you and
such person or organization have agreed
under an express provision in a written
“insured contract”, written agreement or a
written permit issued to you by a
governmental or public authority to add
such person or organization to this policy
as an “insured”.

However, such person or organization is
an “insured” only:

Form: 16-02-0292 (Rev. 11-16) Page 2 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation,
maintenance or use of a covered
“auto”; and
(2) for “bodily injury” or “property damage”
caused by an “accident” which takes
place after:
(a) You executed the “insured
contract” or written agreement; or
(b) The permit has been issued to
you.

3. FELLOW EMPLOYEE COVERAGE
EXCLUSION B.5. - FELLOW EMPLOYEE – of
SECTION II – LIABILITY COVERAGE does not apply.

4. PHYSICAL DAMAGE – ADDITIONAL TEMPORARY

TRANSPORTATION EXPENSE COVERAGE
Paragraph A.4.a. – TRANSPORTATION EXPENSES
– of SECTION III – PHYSICAL DAMAGE
COVERAGE is amended to provide a limit of $50 per
day for temporary transportation expense, subject to a
maximum limit of $1,000.

5. AUTO LOAN/LEASE GAP COVERAGE
Paragraph A. 4. – COVERAGE EXTENSIONS - of
SECTION III – PHYSICAL DAMAGE COVERAGE is
amended to add the following:
c. Unpaid Loan or Lease Amounts
In the event of a total “loss” to a covered “auto”, we will pay any unpaid amount due on the loan or lease for a
covered “auto” minus:

1. The amount paid under the Physical Damage
Coverage Section of the policy; and

2. Any:
a. Overdue loan/lease payments at the time of
the “loss”;
b. Financial penalties imposed under a lease for
excessive use, abnormal wear and tear or
high mileage;
c. Security deposits not returned by the lessor:
d. Costs for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or lease;
and
e. Carry-over balances from previous loans or
leases.

We will pay for any unpaid amount due on the loan or
lease if caused by:

1. Other than Collision Coverage only if the
Declarations indicate that Comprehensive
Coverage is provided for any covered “auto”;

2. Specified Causes of Loss Coverage only if the
Declarations indicate that Specified Causes of
Loss Coverage is provided for any covered “auto”;
or

3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any
covered “auto.

6. RENTAL AGENCY EXPENSE
Paragraph A. 4. – COVERAGE EXTENSIONS – of
SECTION III – PHYSICAL DAMAGE COVERAGE
is amended to add the following:
d. Rental Expense
We will pay the following expenses that you or
any of your “employees” are legally obligated
to pay because of a written contract or
agreement entered into for use of a rental
vehicle in the conduct of your business:

MAXIMUM WE WILL PAY FOR ANY ONE
CONTRACT OR AGREEMENT:

1. $2,500 for loss of income incurred by the
rental agency during the period of time that
vehicle is out of use because of actual
damage to, or “loss” of, that vehicle, including
income lost due to absence of that vehicle for
use as a replacement;

2. $2,500 for decrease in trade-in value of the
rental vehicle because of actual damage to
that vehicle arising out of a covered “loss”; and

3. $2,500 for administrative expenses incurred
by the rental agency, as stated in the contract
or agreement.

4. $7,500 maximum total amount for paragraphs

1., 2. and 3. combined.

7. EXTRA EXPENSE – BROADENED COVERAGE
Paragraph A.4. – COVERAGE EXTENSIONS – of
SECTION III – PHYSICAL DAMAGE COVERAGE
is amended to add the following:
e. Recovery Expense
We will pay for the expense of returning a
stolen covered “auto” to you.

8. AIRBAG COVERAGE
Paragraph B.3.a. - EXCLUSIONS – of SECTION
III – PHYSICAL DAMAGE COVERAGE does not
apply to the accidental or unintended discharge of
an airbag. Coverage is excess over any other
collectible insurance or warranty specifically
designed to provide this coverage.

9. AUDIO, VISUAL AND DATA ELECTRONIC

EQUIPMENT - BROADENED COVERAGE
Paragraph C.1.b. – LIMIT OF INSURANCE - of
SECTION III - PHYSICAL DAMAGE is deleted
and replaced with the following:
b. $2,000 is the most we will pay for "loss" in any
one "accident" to all electronic equipment that
reproduces, receives or transmits audio, visual
or data signals which, at the time of "loss", is:
(1) Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not normally used by
the "auto" manufacturer for the installation
of such equipment;
(2) Removable from a permanently installed
housing unit as described in Paragraph

2.a. above or is an integral part of that
equipment; or
(3) An integral part of such equipment.

10. GLASS REPAIR – WAIVER OF DEDUCTIBLE
Form: 16-02-0292 (Rev. 11-16) Page 3 of 3
"Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE – of
SECTION III – PHYSICAL DAMAGE COVERAGE
the following is added:

No deductible applies to glass damage if the glass
is repaired rather than replaced.

11. TWO OR MORE DEDUCTIBLES
Paragraph D.- DEDUCTIBLE – of SECTION III –
PHYSICAL DAMAGE COVERAGE is amended to
add the following:

If this Coverage Form and any other Coverage
Form or policy issued to you by us that is not an
automobile policy or Coverage Form applies to the
same “accident”, the following applies:

1. If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived; or

2. If the deductible under this Business Auto
Coverage Form is not the smaller (or smallest)
deductible, it will be reduced by the amount of
the smaller (or smallest) deductible.

12. AMENDED DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS
Paragraph A.2.a. - DUTIES IN THE EVENT OF
AN ACCIDENT, CLAIM, SUIT OR LOSS of
SECTION IV - BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:
a. In the event of “accident”, claim, “suit” or
“loss”, you must promptly notify us when the
“accident” is known to:
(1) You or your authorized representative, if
you are an individual;
(2) A partner, or any authorized
representative, if you are a partnership;
(3) A member, if you are a limited liability
company; or
(4) An executive officer, insurance manager,
or authorized representative, if you are an
organization other than a partnership or
limited liability company.

Knowledge of an “accident”, claim, “suit” or
“loss” by other persons does not imply that the
persons listed above have such knowledge.

Notice to us should include:
(1) How, when and where the “accident” or
“loss” occurred;
(2) The “insured’s” name and address; and
(3) To the extent possible, the names and
addresses of any injured persons or
witnesses.

13. WAIVER OF SUBROGATION
Paragraph A.5. - TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US of
SECTION IV – BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:

5. We will waive the right of recovery we would
otherwise have against another person or
organization for “loss” to which this insurance
applies, provided the “insured” has waived
their rights of recovery against such person or
organization under a contract or agreement
that is entered into before such “loss”.

To the extent that the “insured’s” rights to
recover damages for all or part of any
payment made under this insurance has not
been waived, those rights are transferred to
us. That person or organization must do
everything necessary to secure our rights and
must do nothing after “accident” or “loss” to
impair them. At our request, the insured will
bring suit or transfer those rights to us and
help us enforce them.

14. UNINTENTIONAL FAILURE TO DISCLOSE

HAZARDS
Paragraph B.2. – CONCEALMENT,
MISREPRESENTATION or FRAUD of SECTION
IV – BUSINESS AUTO CONDITIONS - is deleted
and replaced with the following:

If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we will
not void coverage under this Coverage Form
because of such failure.

15. AUTOS RENTED BY EMPLOYEES
Paragraph B.5. - OTHER INSURANCE of
SECTION IV – BUSINESS AUTO CONDITIONS -
is amended to add the following:
e. Any “auto” hired or rented by your “employee”
on your behalf and at your direction will be
considered an “auto” you hire. If an
“employee’s” personal insurance also applies
on an excess basis to a covered “auto” hired
or rented by your “employee” on your behalf
and at your direction, this insurance will be
primary to the “employee’s” personal
insurance.

16. HIRED AUTO – COVERAGE TERRITORY
Paragraph B.7.b.(5). - POLICY PERIOD,
COVERAGE TERRITORY of SECTION IV –
BUSINESS AUTO CONDITIONS is deleted and
replaced with the following:
(5) A covered “auto” of the private passenger
type is leased, hired, rented or borrowed
without a driver for a period of 45 days or
less; and

17. RESULTANT MENTAL ANGUISH COVERAGE
Paragraph C. of - SECTION V – DEFINITIONS is
deleted and replaced by the following:
“Bodily injury” means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death as a result of the “bodily
injury” sustained by that person.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-31-23 Policy No. 71749276 Endorsement No.

Insured CLIFTONLARSONALLEN LLP Premium $ Incl.

Insurance Company Chubb Indemnity Insurance Company
Countersigned By

WC 90 03 75 (05/18)

CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page.

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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us.

You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

Schedule

1. () Specific Waiver
Name of person or organization

() Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

2. Operations:

ALL CALIFORNIA OPERATIONS

3. Premium:

The premium charge for this endorsement shall be 1% percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described.

4. Minimum Premium:

Authorized Representative
Insured Copy
Policy Conditions
Endorsement
Policy Period DECEMBER 31, 2023 TO DECEMBER 31, 2024
Effective Date DECEMBER 31, 2023
Policy Number 3598-35-69 MIN
Insured CLIFTONLARSONALLEN LLP
Name of Company GREAT NORTHERN INSURANCE COMPANY
Date Issued DECEMBER 19, 2023

EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE This Endorsement applies to the following forms:

COMMON POLICY CONDITIONS

EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE All other terms and conditions remain unchanged.

Under Conditions, the following condition is added.

Conditions
Notice Of Cancellation
To Scheduled Persons
Or Organizations When
We Cancel
When we cancel this policy for any reason, other than non-payment of premium, we will notify person(s) or organization(s) shown in the Schedule at least 30 days in advance of the cancellation date.

Any failure by us to notify such person(s) or organization(s) will not:
 impose any liability or obligation of any kind upon us; or  invalidate such cancellation.

EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE Schedule
If you are obligated, pursuant to a written contract or agreement, to provide person(s) or organization(s) with notice of cancellation, then we will notify such person(s) or organization(s) provided that within 15 days of the date we send notice of cancellation to the first named insured, the first named insured or producer of record provides us with a spreadsheet containing the name, mailing address and, if available, e-mail address of the person(s) or organization(s).

Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment Of Premium)
Form 80-02-9779 (Ed. 3-11) Endorsement Page 1
continued

Conditions
(continued)
Authorized Representative UVWX
Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment Of Premium)
Form 80-02-9779 (Ed. 3-11) Endorsement Page 2
last page

Liability Insurance
Form 80-02-2000 (Rev. 4-01) Contract Page 24 of 32
Conditions
(continued)
Transfer Or Waiver Of
Rights Of Recovery
Against Others
We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss.

To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them.

This condition does not apply to medical expenses.

Additional Insured - Scheduled Person Or Organization continued 80-02-2367 (Rev. 5-07) Endorsement 1
Liability Insurance
Form Page
3598-35-69 MIN

GREAT NORTHERN INSURANCE COMPANY
DECEMBER 31, 2023 TO DECEMBER 31, 2024
DECEMBER 19, 2023
DECEMBER 31, 2023

CLIFTONLARSONALLEN LLP
This Endorsement applies to the following forms:

Name of Company
Endorsement
Policy Number
Effective Date
Policy Period
Date Issued
Liability Insurance
Insured

GENERAL LIABILITY
Who Is An Insured
the following provision
only:
them
Additional Insured - but they are insured you are
Scheduled Person
Or Organization
by
this policy.

Is An Insured,
However, the person or organization is an insured
is added
;
obligated pursuant to a with
to
shown
or agreement to
are insureds
• if is
or organizations
the extent the person or organ
Persons
and then only
contract
in the Schedule
provide
Under Who
ization
.
described in the Schedule;
such insurance
s only if
as is afforded
•
for
eement; and
did not occur, in whole
requires the person or
•
agr
act
an insured
• loss, cost or expense for injury or to
status as
to damages,
or agreement
or in part, before the of
with respect
that
contract
damage which this insurance
applies.
such
;
execution the
to the extent organization to be afforded
ivities contract or
•
person
is more specifically identified
under this provision:
of the
No
section
organization is an insured
that under any other provision Who
or
(regardless of any limitation applicable thereto).

Is An Insured
•
expense for injury
absence of
, to which this insurance
person
would have in the
or
contr or agreement. This limitation does not apply cost or with
act
to any assumption of liability (of another
applies, that the
respect
damage
such contract or agreement.
liability for damages
organization
in
to the
or organization) by them a
person or
, loss,

Additional Insured - Scheduled Person Or Organization last page 80-02-2367 (Rev. 5-07) Endorsement 2
Liability Insurance
Form Page
Liability Endorsement
(con tinued)
Conditions
from insurance available to such
Other Insurance –
person Primary, Noncontributory case
Insurance – Scheduled
Person Or Organization
this insurance is primary and we
a contract or
added to the
th
shown
are obligated, pursuant to
will not seek contribution
or
you
Conditions, the following provision is
agreement,
afforded by
If
organization.
with
Schedule
Schedule
Under
in the primary insurance such as is
to
condition
provide
titled
this policy, then in such
Other Insurance.
e person or organization

ANY PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,

PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH
SUCH INSURANCE AS IS AFFORDED BY THIS POLICY.

UVWX
A ll other terms and conditions remain unchanged.

Authorized Representative

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-31-23 Policy No. 71749276 Endorsement No.

Insured CLIFTONLARSONALLEN LLP Premium $ Incl.

Insurance Company Chubb Indemnity Insurance Company
Countersigned By

WC 42 03 04 B
(Ed. 6-14)
© Copyright 2014 National Council on Compensation Insurance, Inc. All Rights Reserved.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 42 03 04 B (Ed. 6-14)

TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page.

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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us.

This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

The premium for this endorsement is shown in the Schedule.

Schedule

1. () Specific Waiver
Name of person or organization
() Blanket Waiver

ANY PERSON OR ORGANIZATION FOR WHOM THE

NAMED INSURED HAS AGREED BY WRITTEN

CONTRACT TO FURNISH THIS WAIVER

2. Operations:

ALL TEXAS OPERATIONS

3. Premium:

The premium charge for this endorsement shall be 2% percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described.

4. Advance Premium:

Insured Copy
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 12-31-23 Policy No. 71749276 Endorsement No.

Insured CLIFTONLARSONALLEN LLP Premium $ Incl.

Insurance Company Chubb Indemnity Insurance Company
Countersigned By

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84)
WC 00 03 13
(Ed. 4-84)
© 1983 National Council on Compensation Insurance.

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
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

ANY PERSON OR ORGANIZATION FOR WHOM THE

NAMED INSURED HAS AGREED BY WRITTEN

CONTRACT TO FURNISH THIS WAIVER

For policies or exposure in Missouri:

Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual.

Insured Copy

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

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.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

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. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS

NON-OWNED

OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER

OTH- STATUTEPER
(MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY)

POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $
AGGREGATE $
$
OCCUR

CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG $
GENERAL AGGREGATE $
PERSONAL & ADV INJURY $
MED EXP (Any one person) $
EACH OCCURRENCE $

DAMAGE TO RENTED
PREMISES (Ea occurrence) $

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
2,000,000
220 South Sixth St.
750575728
750575728
Suite 300
City of Redondo Beach
2,000,000
12/15/24
[email protected]
Professional Liability
Redondo Beach, CA 90277
4th Floor
111 West Campbell
Swiss Re International SE and Various
1-847-385-6800
A
Minneapolis, MN 55402 USA
USA
12/15/23
Nadine Daniels
847-385-6800
CliftonLarsonAllen, LLP
Aggregate
04/17/2024
FN2311566
415 Diamond Street, Door 1
Arlington Heights, IL 60005
Each Claim
[email protected]_LEM
Lemme, a division of EPIC
Edgewood Partners Insurance Center