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Home My WebLink AboutHINDERLITER, DE LLAMAS AND ASSOCIATES Docus gn Envelope ID:69F3BA28-FBFA-4209-91 BO-400342F73326 INSURANCE ON FILE A-2025-053 WORK MAY PROCEED UNTI INSIJRWJCE HPIRZ CITY CLERK }rE. AGREEMENT FOR BUSINESS LICENSE TAX& FEE SOFTWARE PROGRAM MAY 3 2fl25 SERVICES BETWEEN HINDERLITER DE LLAMAS & ASSOCIATES DBA HDL v mP-u) AND CITY OF SANTA ANA WT 1Ub�4 THIS AGREEMENT is made and entered into on this 151h day of April, 2025 by and between Hinderliter, de Llamas &Associates dba HdL ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California("City"). RECITALS A. The City issued a Request for Proposal No. 23-165 ("RFP") by which it sought to retain a consultant having special skill and knowledge in the field of business licensing, local taxation, and revenue generation software program services. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide such services to the City described in the scope of work that was included in the RFP. The RFP is referenced herein as if incorporated in full. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth,the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City,the rates and charges identified in Compensation -Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $1,557,525. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to Page 1 of 18 #2036189vl Docusign Envelope ID:69F3BA28-FBFA-4209-91B0-400342F73326 deposit payments directly into Consultant's accoluit(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a five (5) year term with the option for the City to grant up to one 2-year extension followed by two 1-year extensions, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15,below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages,employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. This does not include any software, programs, methodologies, or systems used in the creation of such Documents & Data, nor does it include any drafts, notes, or internal communications prepared by Contractor in the course of performing the Services that were not otherwise provided to City in either hardcopy or electronic form, all of which may be protected by Contractor or others' copyrights or other intellectual property. Page 2 of 18 #2036189vl Docusign Envelope ID:69F3BA28-FBFA-4209-91&0-400342F73326 6. INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors, Certificate Holder must be addressed as follows: City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies,either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Cyber Liability: Insurance, with limits not less than$2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs,regulatory fines and penalties as well as credit monitoring expenses. 3. Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright,trademark,trade dress,invasion of privacy violations, information theft, damage to or destruction of electronic infornation, release of private information,and alteration of electronic information. The policy shall provide coverage for breach response costs,regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" Page 3 of 18 #2036189vl Docusign Envelope ID:69F3BA28-FBFA-4209-91 BO-40O342F73326 coverage of the Agency may be endorsed onto the Consultant's Cyber Liability Policy as covered property as follows If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Additional Insured Status. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, tinder Consultant's CGL,policy, with respect to any liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance (at least as broad as ISC Form CG 20 10 11 85 or if not available, through the addition of bath CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). Primary Coverage. For any claims related to this contract, Consultant's insurance coverage shall be primary coverage at least as broad as ISC CG 20 01 04 13 with respect to the City, it's City Council, its officers, officials, employees,agents, and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled except, with notice to the City. Waiver of Subrogation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that maybe necessary to affect this waiver of subrogation,but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Claims Made Policies. If any of the required policies provide coverage on a claims-made basis: Page 4of18 #2036189vl Docusign Envelope ID:69F38A28-FBFA-4209-91B0-400342F73326 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting"coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation,restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal irlju y, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable Page 5 of 18 92036189vl Docusign Envelope ID:69F3BA28-FBFA-4209-9180-400342F73326 decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of, pertain to, or relate to the negligence,recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a) has been disclosed in publicly available sources; (b) is,through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the city. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Page 6 of IS 92036189vl oocusign Envelope ID:69F3BA2B-FBFA-42a9-99 BO-400342F73326 Agreement, 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color,creed,religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 92036189vl Page 7 of 18 Docusign Envelope ID:69F3BA28-FBFA-4209-91BO-400342F73326 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure,right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Page 8 of 18 #2036189v1 Docusign Envelope ID;69FMA28-1`13FA-4209-91 BD-400342F73326 Executive Director, Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza(M-15) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Richard Andrew Nickerson Chief Executive Officer Hinderliter, De Llamas &Associates 120 S. State College Boulevard, Suite 200 Brea, CA 92821 Fax: (714) 845-7364 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signatures on following page] 42036189v1 Page 9 of 18 Docusign Envelope ID:69F3BA28-FBFA-4209-91B0-400342F73326 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF AZ AN °f TIrNT �'fi�T� ennifer Ha lvaro Nunez C k City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney Slgned by; r 1�b66S NA's � - By — A5Q7E31EBF4E7.,. Andrea Garcia-Miller Name: Assistant City Attorney Title: Y RECOMMENDED FOR APPROVAL: ?Ics�ndee Ta,di 6:A,13,.11—POtF Alexander Trinidad Acting Executive Director Finance & Management Services Agency #20361$9v1 Page 10 of 18 Docusign Envelope ID:69F3BA28-FBFA-4209-9180-400342F73326 EXHIBIT A SCOPE OF WORK LOCAL TAX SOFTWARE SOLUTION This Agreement sets forth the terms and conditions under which Hinderliter, de Llamas & Associates dba HdL (hereinafter referred to as "Consultant")agrees to license to the City of Santa Ana certain hosted business license tax software and provide all other services necessary for productive use of such software including customization / integration, user identification and password change management, data import/ export, monitoring, technical support, maintenance, offsite or onsite training, backup and recovery, and change management (collectively, the "Services") as further set forth and described in this Exhibit. 1. Services 1.1. Authorized Users — Consultant grants City a renewable, irrevocable, nonexclusive, royalty-free, and worldwide right and license for any City employee, contractor, or agent, or any other individual or entity authorized by City, (each,an"Authorized User")to access and use the Services. Other than any limitations otherwise described herein, Authorized Users will have no other limitations on their access to or use of the Services. 1.2. Acknowledgement of License Grant--For the purposes of 11 U.S.C. § 365(n),the parties acknowledge and agree that this Agreement constitutes a grant of a license to City to use intellectual property in software form, by Consultant. 1.3. Changes in Number of Authorized Users — City is entitled to increase or decrease the initial number of Authorized Users ("Minimum Commitment"), on an as-requested basis; provided, however, that City shall maintain the Minimum Commitment of ten (10) users unless the parties otherwise agree to adjust the Minimum Commitment. Should City elect to change the number of Authorized Users, Consultant shall reduce or increase Authorized Users specified in this Exhibit and adjust the prospective Services Fees accordingly no later than five (5) business days from City's written request. 1.4. Control and Location of Services — The method and means of providing the Services shall be under the exclusive control, management, and supervision of Consultant, giving due consideration to the requests of City. Cloud based storage shall be used for the purposes of this Agreement.All permitted cloud storage shall comply with ISO/IEC 27001 27799 as applicable, or successor standards thereto. Except as otherwise expressly set forth in this Exhibit,the Services(including all data storage),shall be provided solely from within the continental United States and on computing and data storage devices residing therein, and all such locations shall be disclosed to City annually and within thirty (30) days of the effective date of this Agreement. 1.4.].Subcontractors — Consultant shall not enter into any subcontracts for the performance of the Services, or assign or transfer any of its rights or obligations under this Agreement, without City's prior written consent and any attempt to do so shall be void and without further effect and shall be a material breach of this Agreement. Consultant's use of subcontractors shall not relieve Consultant of any of its duties or obligations under this Agreement. 1.5. Changes in Functionality — During the term of this Agreement, Consultant shall not reduce or eliminate functionality in the Services. Where Consultant has reduced or 1211802.2 Page 11 of 20 Docusign Envelope I0:69F3BA28-FBFA-4209-91130-41)0342F73326 eliminated functionality in the Services, City, at City's sole election and in City's sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Consultant will immediately adjust the Services Fees accordingly on a prospective basis. Where Consultant has introduced like functionality in other services, City shall have an additional license and subscription right to use and access the new services, at no additional charge, with the same rights, obligations, and limitations as for the Services. Where Consultant increases functionality in the Services, such functionality shall be provided to City without any increase in the Services Fees unless expressly permitted as defined in Exhibit B (Pricing and Fees) Section 1.2 (Software Upgrades and Enhancements). 1.6. No Effect of Click-Through Terms and Conditions — Where an Authorized User is required to"click through"or otherwise accept or be made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement unless separately agreed to in writing by the City. 1.7. Compliance with All Laws — In providing the Services, Consultant shall comply with any and all applicable local, State and federal laws, statutes, standards, policies, and regulations including, but not limited to, the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., Civil Code Sections 1798,80 through 1798,94, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq. 2. Software Implementation 2.1. Development and Test Environments -- In addition to production use of the Services, City is entitled to one development /test environment for use by Authorized Users at no additional charge during initial implementation of Services. Such non-production environments shall have the same data storage and processing capacities as the production environment. The test environment may be revived on an as-needed basis for major upgrades or modifications to the Services at the City's request at an additional cost. Consultant shall cooperate with City's requests in managing the non-production environments such as refreshing City Data upon request. The City shall be responsible for providing final approval to confirm the completion of User Acceptance Testing during initial implementation, major upgrades, and modifications to the Services. 2.2. Consultant's responsibilities 2.2.1.Project Manager - Consultant will provide a project manager (PM) to guide the software implementation process. The primary responsibility for the Consultant PM is to ensure successful and timely completion of each step of the software implementation schedule. The Consultant PM will work closely with the City's designated project manager to define the software implementation schedule, identify City needs and configure the software accordingly, validate the data conversion, and provide user training. 2.2.2.IT Support - Consultant will provide a dedicated IT staff member to provide IT support during the software implementation process. 2.2.3.Management Support- Consultant will assist the City in evaluating current policies and procedures in order to enhance operational efficiency. This may include 1211802.2 Page 12 of 20 Docusign Envelope ID:69F3BA28-FBFA-4209-91 BO-400342F73326 suggestions to redesign forms/reports, implement new processes, or adopt new strategies for improving communication with the business community and other City departments. 2.2.4.Training - Consultant will provide software training for City users as defined in the fees schedule. The timing, ,size, content, and participants of each training session will be determined by the Consultant's and City's PMs. 2.3. City's responsibilities 2.3.1.Project Manager - City will designate a staff member to serve as the City's project manager (PM). This individual must be intimately involved in the daily business processes, which the software will automate, and be empowered to make, or quickly secure from management, decisions required for the configuration and implementation of the software. The primary responsibility for the City PM is to ensure that all City responsibilities during the software implementation process are met according to the agreed upon software implementation schedule. The City PM will be instrumental in the successful implementation of the software;working closely with the Consultant PM to verify data conversion, review and approve reports, establish business rules, and confirm configuration and behavior of the software. 2.3.2.IT support - City will designate an IT staff member to work with Consultant staff throughout the software implementation process. This individual must be knowledgeable about the City's computing environment and be authorized to access any equipment or services required for proper access to and operation of the software. 2.4. Data Conversion - Consultant will convert the City's existing data as provided by City. City agrees to provide its current data in a format agreed upon by Consultant and City. Acceptable formats include Microsoft SQL Server backup file,Excel, Access, and ASCII delimited text file. City will provide all available documentation to assist with identifying the contents of the data files, including but not limited to file layout documentation, database schema,and screenshots from at least five(5)sample accounts. City will provide the data a minimum of two times during the conversion process. City understands that the second (and any subsequent) data must be provided in the same format and layout as the first data set. Any inconsistencies between the first and final data sets will result in a delayed installation date and additional charges for conversion. 2.5. Schedule — The timeline for software implementation (including "Go Live") will be collaboratively determined by Consultant's and City's designated Project Managers, and will start upon receipt of all discovery materials. 3. Deliverables — Consultant will provide implementation and maintenance services for a comprehensive business license tax system, capable of integrating with existing programs or providing compatible data exports. 3.1. Phase 1 Deliverables—Anticipated completion and"Go Live"within twelve(12)months following the execution of this agreement. 3.1.1.Transfer of all required data, as defined by the City, into the Consultant's system and vetted by City to display correctly 3.1.2.Single Sign-On Functionality (contingent upon satisfactory security clearances as approved by the City) 3.1.3.Configuration of Outbound electronic communications 1211802.2 Page 13 of 20 Docusign Envelope ID:69F3BA28-FBFA-4209-91 B0-400342F73326 3.1.4.Configuration of two custom management Reconciliation Reports including but not limited to Monthly Activity Reports. The General Ledger Summary and Detail will be provided as one of many standard reports that we offer with our software system. 3.1.5.Configuration of Daily Data Exchange to Identify payments that were submitted through Consultant's online service portal and through City's service centers 3.1.6.Integration with the City Cashiering, Pay, and ERP systems to report cash receipt and GL data. 3.1.7.Integration with City's Hosted Payment Processor for Online Customer Portal 3.1.8.Establishment of a process capable of exporting records for use by collection agencies 3.2. Phase 2 Deliverables — Anticipated completion within eighteen (18) months, or as otherwise mutually agreed to, following the completion of Phase 1. 3.2.l.Integration with the City's Land Management System (LMS) and GIS Functions 3.2.2.Migration of Proactive Rental Enforcement Program (PREP) to City's LMS 3.2.3. Integration with City's future Enterprise Resource Planning (ERP) system 3.3. Commercial Registry (Optional) — Upon City Council adoption of an authorizing ordinance, the City may initiate a Commercial Registry through the Consultant's system that segregates registry data from tax and licensing records. This Registry, if authorized, will not be permitted to share information, records, data, or other elements otherwise restricted by the City's Municipal Code or other governing statutes for the purposes of confidentiality. The City retains the right to add or subsequently remove this Registry without affecting the services associated to the tax and licensing system. 4. Software Hosting Services—Consultant's hosting services offload the majority of IT concerns to Consultant's hosting team; including system monitoring, system upgrades, hardware and software maintenance, database management, and disaster recovery. City will be responsible for maintaining its workstations and a reliable internet connection to access a City specific sub- domain on Consultant's special purpose hdlgov.com domain. Consultant will be responsible for ensuring the ongoing operation of the designated service domain and the ability for the public to access the domain without interruption. 5. Software Support 5.1. City Support-Consultant will provide City's users no charge support by telephone,email and the web during the term of this Agreement. In the United States support is available as follows: For customer support between the hours of 8:00 am and 5:00 pm Pacific time, Monday through Friday, email su ortQhdlcom anies.com or call (909) 861-4335 and ask for software support. For urgent off hours support before 8:00 am or after 5:00 pm Pacific time, Monday through Friday (or anytime Saturday), email 911(a,hdlcompanies.com and Consultant's on call support personnel will be notified. Please only include name, agency and contact # in emails to 911 @hdlcompanies.com. Requests will be contacted as soon as possible. 5.1.1.Maintenance — Consultant shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in this Agreement, is available to Authorized Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in this Agreement; (c)the Service Level Standards can be achieved; and, (d) the Services work with the then-current version 1211802.2 Page 14 of 20 Docusign Envelope ID:69F3BA28-FBFA-4209-9160-400342F73326 and the three prior versions of Internet Explorer, Edge, Mozilla Firefox, Safari, and Google Chrome Internet browsers. The Services Fees shall be inclusive of the fees for maintenance. 5.1.2.Required Notice of Maintenance--Unless as otherwise agreed to by City on a case- by-case basis, Consultant shall provide no less than thirty (30) calendar day's prior written notice to City of all non-emergency maintenance to be performed on the Services, such written notice including a detailed description of all maintenance to be performed. For emergency maintenance, Consultant shall provide as much prior notice as commercially practicable to City and shall provide a detailed description of all maintenance performed no greater than one (1) calendar day following the implementation of the emergency maintenance. 5.1.3.Acceptance of Non-Emergency Maintenance — Unless as otherwise agreed to by City on a case-by-case basis,for non-emergency maintenance,and assuming City has opted into consultant full test environment option, City shall have a five (5) business day period to test any maintenance changes prior to Consultant introducing such maintenance changes into production (the "Maintenance Acceptance Period"). In the event that City rejects, for good cause, any maintenance changes during the Maintenance Acceptance Period, Consultant shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if City has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by City and Consultant shall be entitled to introduce the maintenance changes into production. 5.2. Service Levels —In the event that City encounters an error and/or malfunction whereby the software does not conform to expected behavior in accordance with the software design,the City will assign one of the following severity levels for the Consultant to render support services in a timely manner consistent with the urgency of the situation. 5.2.1.Severity Level 1 —a critical problem has been encountered such that the software is deemed inoperable and without a reasonable workaround. Consultant will respond within one (1) business hour to diagnose the problem. A response is defined as an email or call to the City's designated support contact. Consultant and City will work diligently and continuously to correct the problem within four (4)hours. 5.2.2.Severity Level 2—a problem arose that does not prevent use of the software, but the software is not operating correctly. Consultant will diagnose the problem within 24 hours and advise City of any available temporary solution within two (2) business days. Upon Consultant's confirmation that the software is not operating correctly, Consultant will provide a software update to repair the defect and confirm with City that the update resolved the issue. 5.2.3.8everity Level 3 —a minor problem arose whereas the software is usable but could be improved by correction of a defect or addition of a usability enhancement. Consultant will assess the request within fifteen (15) business days and schedule a software update for a future release, advise the City that the request will not be implemented, or offer the option of implementing the request as a custom software enhancement at an additional cost. 5.2.4.Notifieation to City—In the event that the Consultant identifies an error or problem, notification will be sent to the City within one (1) business hour from the point of discovery advising the City of the Severity Level and workarounds if necessary. 1211802.2 Page 15 of 20 Docusign Envelope ID:69F3BA28-FBFA-4209-9180-400342F73326 5.3. Service Level Standards —For the term of this Agreement, Consultant shall provide the Services, force majeure events excepted, during the applicable Service Periods and in accordance with the applicable Service Levels, each as described in Section 5.2 (Service Levels) of this Exhibit. Time is of the essence in the performance of the Services. 5.4. Failure to Meet Service Level Standards — In the event Consultant does not meet a Service Level Standard., Consultant shall: (a) owe to City any applicable Performance Credit, as liquidated damages and not as a penalty; and, (b) use its best efforts to ensure that any unmet Service Level Standard is subsequently met. Notwithstanding the foregoing, Consultant will use its best efforts to minimize the impact or duration of any outage, interruption, or degradation of Service. In no case shall City be required to notify Consultant that a Performance Credit is due as a condition of payment of the same. 5.4.1.Performance Credit—Where Percentage Response Time is greater than 95.00%,no Performance Credit will be due to City. Where Percentage Response Time is equal to or less than 95.00%, City shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1%reduction in Percentage Response Time. 5.4.2.Termination for Material and Repeated Failures — City shall have, in addition to any other rights and remedies under this Agreement or at law,the right to immediately terminate this Agreement, and be entitled to a return of any prepaid fees where Consultant fails to meet any Service Level Standard: (a) to such an extent that the City's ability,as solely determined by City,to use the Services is materially disrupted, force maj cure events excepted; or, (b) for four (4) months out of any twelve (12) month period. 5.5. Support Policy Regarding Reports d Consultant will assist with modifications to reports as needed during the term of this agreement. Typical report modifications require 7 to 10 business days to complete. Complex reports or reports required in a very short time frame may incur development costs, in which case an estimate will be provided for approval before the work is begun. 5.6. Software Upgrades and Enhancements — City is entitled to upgrades of the software within the terms of this Agreement that include enhancements to workflows and security features that improve the functionality of the system. Upgrades of the software that encompass wholly new modules or features not previously offered as part of the implementation of software may incur additional costs depending on the extent of the upgrade. Potential additional costs include training, consulting, configuration, or other requested services. Enhancements requested by the City to strengthen security of the system will not incur additional costs; however, all other requests will abide by the terms outlined in Exhibit B (Pricing and Fees) Section 1.3 (Customizing Services). 5.7. Additional Work or Services — City shall have the right at any time during the performance of the work or services set forth in this Agreement, without invalidating said Agreement or any amendment thereto,to elect to exercise any existing option specified in the Scope of Services for extra work or services or to order extra work or services pursuant to a duly executed Change Order or to expend previously authorized contingent funds to cover expenses for work or services agreed to by the Parties but exceeding the amounts initially specified under the Pricing and Fees provisions of this Agreement or thereby make changes by altering, adding to, or deducting from said work or services. 1211802.2 Page 1.6 of 20 Docusign Envelope ID:69F3BA28-FBFA-4209-91B0-400342F73326 5.7.1.Change Order—No extra work or services as set forth in the above subsection may be undertaken unless a written"Change Order"is first given by the City to Consultant, incorporating therein any material adjustment in the contract and/or the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. 5.8. Out of Scope Support — City agrees to pay additional hourly fees according to Consultant's stated hourly rates if the City desires Consultant's assistance for platters that are not associated to defects in Consultant's software. 6. Online Payment Processing 6.1. Modified Payment Processing Solution — Consultant's software will direct online payments to the City's PCI compliant payment processing services,supporting both credit card and eCheck transactions. Processing fees that may be incurred through this model will be added to the recurring costs billed to the City. Through this modified processing solution, the City retains the full right, power and authority to request, receive and review any data or records reflected in a transaction report. Any information captured through Us modified processing solution is declared sensitive and confidential and may only be reviewed by the City or the Consultant if authorized by the City. 1211802.2 Page 17 of 20 Oocusign Envelope ID:69F3BA28-FBFA-4209-51Bo-400342F73326 EXHIBIT B PRICING & FEES 1. Software Services 1.1. One Time Costs Item Comments Price System configuration $33,000.00 Installation, report design, system confi uration Finance Export Included Daily journal entry file export to finance system Implementation $35,000.00 Implementation project management Data Conversion $28,000.00 Prime Cloud API access $16,800.00 Phase I Customizations $120,520.00 Covers contract items 3.1.4 - 3.1.8 Phase 2 Customizations 82 500.00 Covers.contract items 3.2.1 -3.3 Training-2 days Included Additional days available at $2,000ida TOTAL $315,820.00 Total one-time costs I.1.1.Data Conversion —Fee includes two (2) conversions of City data. The first for the pre-install environment used for testing and training, and the second at go-live. Additional conversions can be performed, upon request, at a cost of $5,000 per conversion. Includes up to 30 hours of developer time. Unusually complex conversions or poor data quality may require additional effort beyond the 30 hours, which will be charged at the developer hourly rate. 1.2. Software Upgrades and Enhancements — City is entitled to upgrades of the software within the terms of this Agreement that include enhancements to workflows and security features that improve the functionality of the system. Upgrades of the software that encompass wholly new modules or features not previously offered as part of the implementation of software may incur additional costs depending on the extent of the upgrade. Potential additional costs include training, consulting, configuration, or other requested services. Enhancements requested by the City to strengthen security of the system will not incur additional costs; however, all other requests will abide by the terms outlined in Section 1..3 Customizing Services 1.3. Customizing Services — ConsuItant's software is a customizable off the shelf system (COTS) designed to meet all common needs of local governments. Should the need occur, Consultant may provide custom enhancements to the software on a time and material 1211902.2 Page 18 of 20 Docusign Envelope ID:69F3BA28-FBFA-4209-91Bp-400342F73326 basis. No work shall be performed without prior written approval of Consultant and City. Consultant's current hourly rates are as follows: • Principal - $325 /hr • Programmer- $295 /hr • Senior Analyst - $245 /hr • Analyst- $195 /hr 1.4. Recurring Costs Software Subscription Fee - 85 500 Due at Prime core system "Go Live I"term,years I through 5 annually and annually thereafter Software Subscription Fee - $90,500 2nd term,years 6 and 7 annually Software Subscription Fee - 92 500 3rd term,year 8 annually Software Subscription Fee — 195,500 4`h term,year 9 annually OPTIONAL COSTS Unlicensed business lead $75,000 Cost increases by 4%annually service option 1 — Lead annually Generation Service Unlicensed business lead 35%of Applies to all current and back taxes service option 2—Compliance recovered revenue and penalties collected. There is no Service fee on,future revenue from discovered accounts. At City's option, the City portion of recovered revenue can be used to pay,for all one-time software ees AND custom integration costs. Test Environment $18,000 anuall Commercial Registry $10,000 (one-tilAC) 5 000 annuall 1.4.1.Software Subscription Fee — Software Use Fee is billed annually, and provides for use of the software by the specified number of licensed users (ten edit-level users included), software hosting services, customer support, and updates to the software. The Subscription Fee includes an unlimited number of read-only users and workflow users who do not need access to the primary system. Additional edit-level user licenses are available as follows: • $2,000 fee peruser if more than 10 edit-level users,no maximum established 2. Pricing & Fee Adjustments — Fees not defined in Section 1 Software Services may be increased once every fiscal year (as defined by the City, the period running from July 111 through June 30"' the following year) with reference to the 12-month percent change in the 1211802,2 Page 19 of 20 I I Docusign Envelope ID;69F3l3A28-FBFA-4209-91 BO-400342F73328 most recently published annual Consumer Price Index for All Urban Consumers(CPI-U), West Region, as reported the U.S. Bureau of Labor Statistics (the "CPI Change"). Each annual increase in the fees will be equal to the greater of two percent (2%) or the actual CPI Change, but in no event may exceed an increase of five percent (5%). Consultant will notify the City no less than sixty (60) days before an adjustment in pricing is to occur. 3. Payment Processing — Consultant's software will direct online payments to the City's PCI compliant payment processing services, supporting both credit card and eCheek transactions. All processing costs would be between the payment processor and the City. 4. Travel Expenses—Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings that are beyond the scope of this agreement. Therefore, such costs must be pre- approved by the City. 5. Payment Schedule 5.1. Software Implementation Fees-All onetime project costs for implementing the software service shall be paid as follows; 5.1.1.25% shall be due within 45 days of the effective date of the Agreement. 5.1.2,25% shall be due within 45 days of delivery of a configured test environment. 5.1.3.25%shall be due within 45 days of initial training of City staff. 5.1.4.Final 25% shall be due 45 days after full system delivery or first production use of the software, whichever comes first. 5.2. Recurring Software Use Fees — The first year software use fee is due 45 days after "Go Live", which is full system delivery or first production use of the software, whichever comes first. Software use fees for subsequent years will be billed on the anniversary date of"Go Live". 5.3. Custom work that was not already identified. within the initial agreement will be billed 50% upon City approval of Change Order, and the remaining 50% upon delivery of the work product. Custom work must still remain within the original agreement's Scope of Service. 5.4. Compliance service contingency fees are billed in the month following collection of revenue. 5.5. Any travel and lodging expenses are billed at cost as they are incurred. Such expenses shall be due within 45 days of the billing date. 1211802,2 Page 20 of 20 I CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDDfYYYY) S/28/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CNAME:ONTACT WS Certificates Sawyer PHONE FAX 2 Park Plaza, Suite 500 ( c Nn E , 844-972-6326 AC No): Irvine CA 92614 E-MAIL ADDRESS: Certificates woodruffsa er.com INSURER$ AFFORDING COVERAGE NAIC# INSURERA: Berkley National Insurance Company 38911 INSURED HDLCOMP-01 INSURERB: Hudson Excess Insurance Company 14484 Hinderliter de Llamas 8r Associates HdL Software, LLC INSURERC: dba HdL Companies INSURERD: 120 S. State College Blvd, Suite 200 INSURERE: Brea CA 92821 INSURER F: COVERAGES CERTIFICATE NUMBER:1534853994 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SU9R POLICY EFF ICYEXP LTR TYPE OF INSURANCE WVDPOLICY NUMBER MMIDDIYYYY MMLDDIY YY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y TCP702275411 5/26/2024 5/2612025 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2.000.000 )( PRO- POLICY❑JFCT LOC PRODUCTS-COMPIOP AGG $2,000.000 OTHER: $ A AUTOMOBILE LIABILITY TCP702275411 5/26/2024 5/26/2025 aaWLIMITEcd $1,000,OOfl et X ANY AUTO BODILY INJURY(Per person) $.. OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED RROPERTYDAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR TCP702275411 5/26/2024 5126I2025 EACH OCCURRENCE $5,000,000 EXCESS L1AB CLAIMS-MADE AGGREGATE $5,400,0U0 DIED I X I RETENTION$NO,, $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRI FTORIPARTNERIEXECUTNE E.L.EACH ACCIDENT OFFIGER/MEMBEREXCLUDED? NIA $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ H E&OI Cyber Liability EET1416702 5/26/2024 W2612025 Per Claim/Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Retroactive Date for Professional Liability-2/15/2013. Line Of Coverage:Crime Policy#82556901 Effective Date 5/26/2024-5/26/2025 Carrier: Federal Insurance Company NAIC#20281 Crime Limit: $1,000,000 See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE r MI khSnn.V—tDviamn THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana �d«dApp—day: ACCORDANCE WITH THE POLICY PROVISIONS. Disk Management Division4 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 as. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: HDLCOMP-01 LOC#: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Woodruff Sawyer Hinderliter de Llamas&Associates HdL Software, LLC POLICY NUMBER dba HdL Companies 120 S.State College Blvd,Suite 200 Brea CA 92821 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Re: Project Number:A-2021-013. City of Santa Ana,officers,employees,agents,volunteers and representatives are included as additional insured as respects General Liability to the extent provided in the attached form. Waiver of Subrogation applies as respects General Liability to the extent provided in the attached form and as permitted by law. i i ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD Policy Number:TCP702275411 b. Those statements are based upon However, "auto" does not include "mobile representations you made to us; and equipment". c. We have issued this policy in reliance upon your 3. "Bodily injury" means bodily injury, sickness or representations. disease sustained by a person, including death 7. Separation Of Insureds resulting from any of these at any time. Except with respect to the Limits of Insurance, and 4. "Coverage territory" means: any rights or duties specifically assigned in this a. The United States of America (including its Coverage Part to the first Named Insured, this territories and possessions), Puerto Rico and insurance applies: Canada; a. As if each Named Insured were the only Named b. International waters or airspace, but only if the Insured; and injury or damage occurs in the course of travel b. Separately to each insured against whom claim or transportation between any places included is made or"suit" is brought. in Paragraph a. above; or 8. Transfer Of Rights Of Recovery Against Others c. All other parts of the world if the injury or To Us damage arises out of: If the insured has rights to recover all or part of any (1) Goods or products made or sold by you in payment we have made under this Coverage Part, the territory described in Paragraph a. those rights are transferred to us. The insured must above; do nothing after loss to impair them.At our request, (2) The activities of a person whose home is in the insured will bring "suit" or transfer those rights the territory described in Paragraph a. to us and help us enforce them. above, but is away for a short time on your 9. When We Do Not Renew business; or If we decide not to renew this Coverage Part, we (3) "Personal and advertising injury" offenses will mail or deliver to the first Named Insured shown that take place through the Internet or similar in the Declarations written notice of the nonrenewal electronic means of communication; not less than 30 days before the expiration date. provided the insured's responsibility to pay If notice is mailed, proof of mailing will be sufficient damages is determined in a "suit" on the merits, proof of notice. in the territory described in Paragraph a. above SECTION V -DEFINITIONS or in a settlement we agree to. 5. "Employee" includes a "leased worker". 1. Advertisement means a notice that is broadcast "Employee"does not include a "temporary worker". or published to the general public or specific market segments about your goods, products or services 6. "Executive officer" means a person holding any of for the purpose of attracting customers or the officer positions created by your charter, supporters. For the purposes of this definition: constitution, bylaws or any other similar governing document. a. Notices that are published include material placed on the Internet or on similar electronic �• "Hostile fire" means one which becomes means of communication; and uncontrollable or breaks out from where it was intended to be. b. Regarding web sites, only that part of a web site that is about your goods, products or services 8. "Impaired property" means tangible property, other for the purposes of attracting customers or than "your product" or "your work", that cannot be supporters is considered an advertisement. used or is less useful because: 2. "Auto" means: a. It incorporates "your product" or"your work"that is known or thought to be defective, deficient, a. A land motor vehicle, trailer or semitrailer inadequate or dangerous; or designed for travel on public roads, including b. You have failed to fulfill the terms of a contract any attached machinery or equipment; or or agreement; b. Any other land vehicle that is subject to a compulsory or financial responsibility law or if such property can be restored to use by the other motor vehicle insurance law where it is repair, replacement, adjustment or removal of"your licensed or principally garaged. product" or"your work" or your fulfilling the terms of the contract or agreement. CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 13 of 16 Policy Number: TCP702275411 g. All interest on the full amount of any judgment So long as the above conditions are met, that accrues after entry of the judgment and attorneys' fees incurred by us in the defense of that before we have paid,offered to pay, or deposited indemnitee, necessary litigation expenses incurred in court the part of the judgment that is within the by us and necessary litigation expenses incurred by applicable limit of insurance. the indemnitee at our request will be paid as These payments will not reduce the limits of Supplementary Payments. Notwithstanding the insurance. provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage 2. If we defend an insured against a "suit" and an Liability, such payments will not be deemed to be indemnitee of the insured is also named as a party to damages for "bodily injury" and "property damage" the "suit", we will defend that indemnitee if all of the and will not reduce the limits of insurance. following conditions are met: Our obligation to defend an insured's indemnitee a. The "suit" against the indemnitee seeks damages and to pay for attorneys' fees and necessary for which the insured has assumed the liability of litigation expenses as Supplementary Payments the indemnitee in a contract or agreement that is ends when we have used up the applicable limit of an "insured contract"; insurance in the payment of judgments or b. This insurance applies to such liability assumed settlements or the conditions set forth above, or the by the insured; terms of the agreement described in Paragraph f. c. The obligation to defend, or the cost of the above, are no longer met. defense of, that indemnitee, -has also been SECTION II—WHO IS AN INSURED assumed by the insured in the same "insured 1. If you are designated in the Declarations as: contract"; allegations in the "suit" and the information a• An individual, you and your spouse are insureds, d. The alle g but only with respect to the conduct of a we know about the"occurrence"are such that no business of which you are the sole owner. conflict appears to exist between the interests of the insured and the interests of the indemnitee; b• A partnership or joint venture, you are an insured. Your members, your partners, and their e. The indemnitee and the insured ask us to spouses are also insureds, but only with respect conduct and control the defense of that to the conduct of your business. indemnitee against such "suit"and agree that we can assign the same counsel to defend the c. A limited liability company, you are an insured. insured and the indemnitee; and Your members are also insureds, but only with respect to the conduct of your business. Your f. The indemnitee: managers are insureds, but only with respect to (1) Agrees in writing to: their duties as your managers. (a) Cooperate with us in the investigation, d. An organization other than a partnership, joint settlement or defense of the "suit"; venture or limited liability company, you are an (b} Immediately send us copies of any insured. Your "executive officers" and directors demands, notices, summonses or legal are insureds, but only with respect to their duties papers received in connection with the as your officers or directors. Your stockholders "suit"; are also insureds, but only with respect to their liability as stockholders. (c) Notify any other insurer whose coverage e. A trust, you are an insured. Your trustees are is available to the indemnitee;and also insureds, but only with respect to their (d) Cooperate with us with respect to duties as trustees. coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". CG 00 01 0413 Q Insurance Services Office, Inc., 2012 Page 9 of 16 INSURED COPY Policy Number: TCP702275411 2. Each of the following is also an insured: c. Any person or organization having proper a. Your "volunteer workers" only while performing temporary custody of your property if you die, duties related to the conduct of your business, but only: or your "employees", other than either your (1) With respect to liability arising out of the "executive officers" (if you are an organization maintenance or use of that property; and other than a partnership, joint venture or limited (2) Until your legal representative has been liability company) or your managers (if you are a appointed. limited liability company), but only for acts within the scope of their employment by you or while d• Your legal representative if you die, but only with performing duties related to the conduct of your respect to duties as such. That representative will business. However, none of these "employees" have all your rights and duties under this or "volunteer workers"are insureds for: Coverage Part. (1) "Bodily injury" or "personal and advertising 3. Any organization you newly acquire or form, other injury": than a partnership, joint venture or limited liability (a) To you, to your partners or members (if company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if you are a partnership or joint venture), to your members (if you are a limited liability there is no other similar insurance available to that company), to a co-"employee" while in the organization. However: course of his or her employment or a. Coverage under this provision is afforded only performing duties related to the conduct until the 90th day after you acquire or form the of your business, or to your other organization or the end of the policy period, "volunteer workers" while performing whichever is earlier; duties related to the conduct of your b. Coverage A does not apply to "bodily injury" or business; "property damage" that occurred before you (b) To the spouse, child, parent, brother or acquired or formed the organization;and sister of that co-"employee" or "volunteer c. Coverage B does not apply to "personal and worker" as a consequence of Paragraph advertising injury" arising out of an offense (1)(a)above; committed before you acquired or formed the (c) For which there is any obligation to share organization. damages with or repay someone else who No person or organization is an insured with respect to must pay damages because of the injury the conduct of any current or past partnership, joint described in Paragraph (1)(a) or (b) venture or limited liability company that is not shown as above;or a Named Insured in the Declarations. (d) Arising out of his or her providing or SECTION III —LIMITS OF INSURANCE failing to provide professional health care 1. The Limits of Insurance shown in the Declarations services. and the rules below fix the most we will pay (2) "Property damage"to property: regardless of the number of: (a) Owned, occupied or used by; a. Insureds; (b) Rented to, in the care, custody or control b. Claims made or "suits" brought; or of, or over which physical control is being c. Persons or organizations making claims or exercised for any purpose by; bringing "suits". you, any of your "employees", "volunteer 2 The General Aggregate Limit is the most we will pay workers", any partner or member (if you are a for the sum of: partnership or joint venture), or any member (if you are a limited liability company). a. Medical expenses under Coverage C; b. Any person (other than your "employee" or b. Damages under Coverage A, except damages 'Volunteer worker"), or any organization while because of "bodily injury" or "property damage" acting as your real estate manager. included in the "products-completed operations hazard'; and c. Damages under Coverage B. Page 10 of 16 O Insurance Services Office, Inc., 2012 CG 00 01 0413 INSURED COPY Policy Number: TCP702275411 3. The Products-Completed Operations Aggregate (3) The nature and location of any injury or Limit is the most we will pay under Coverage A for damage arising out of the "occurrence" or damages because of "bodily injury" and "property offense. damage" included in the "products-completed b. If a claim is made or 'quit" is brought against any operations hazard". insured, you must: 4. Subject to Paragraph 2. above, the Personal And (1) Immediately record the specifics of the claim Advertising Injury Limit is the most we will pay under or "suit"and the date received; and Coverage B for the sum of all damages because of 2 Notify us as soon as practicable. all personal and advertising injury sustained by any O y one person or organization. You must see to it that we receive written notice 5. Subject to Paragraph 2. or 3. above, whichever of the claim or"suit"as soon as practicable. applies, the Each Occurrence Limit is the most we c. You and any other involved insured must: will pay for the sum of: (1) Immediately send us copies of any demands, a. Damages under Coverage A;and notices, summonses or legal papers received b. Medical expenses under Coverage C in connection with the claim or"suit"; because of all "bodily injury" and "property damage" (2) Authorize us to obtain records and other arising out of any one occurrence}. information; 6. Subject to Paragraph 5. above, the Damage To (3) Cooperate with us in the investigation or Premises Rented To You Limit is the most we will settlement of the claim or defense against the pay under Coverage A for damages because of "suit"; and "property damage"to any one premises, while rented (4) Assist us, upon our request, in the to you,or in the case of damage by fire, while rented enforcement of any right against any person to you or temporarily occupied by you with or organization which may be liable to the permission of the owner. insured because of injury or damage to which 7. Subject to Paragraph 5. above, the Medical Expense this insurance may also apply. Limit is the most we will pay under Coverage C for d. No insured will, except at that insured's own all medical expenses because of "bodily injury" cost, voluntarily make a payment, assume any sustained by any one person. obligation, or incur any expense, other than for The Limits of Insurance of this Coverage Part apply first aid, without our consent. separately to each consecutive annual period and to 3. Legal Action Against Us any remaining period of less than 12 months, starting No person or organization has a right under this with the beginning of the policy period shown in the Coverage Part: Declarations, unless the policy period is extended after issuance for an additional period of less than 12 a. To join us as a party or otherwise bring us into a months. In that case, the additional period will be "suit"asking for damages from an insured; or deemed part of the last preceding period for purposes b. To sue us on this Coverage Part unless all of its of determining the Limits of Insurance. terms have been fully complied with. SECTION IV—COMMERCIAL GENERAL LIABILITY A person or organization may sue us to recover on CONDITIONS an agreed settlement or on a final judgment 1. Bankruptcy against an insured; but we will not be liable for Bankruptcy or insolvency of the insured or of the damages that are not payable under the terms of insured's estate will not relieve us of our obligations this Coverage Part or that are in excess of the under this Coverage Part. applicable limit of insurance. An agreed settlement means a settlement and release of liability signed 2. Duties In The Event Of Occurrence, Offense, Claim by us, the insured and the claimant or the Or Suit claimant's legal representative. a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and CG 00 01 0413 Q Insurance Services Office, Inc., 2012 Page 11 of 16 INSURED COPY Policy Number: TCP702275411 4. Other Insurance (3) When this insurance is excess over other If other valid and collectible insurance is available insurance, we will pay only our share of the to the insured for a loss we cover under Coverages amount of the loss, if any, that exceeds the A or B of this Coverage Part, our obligations are sum of: limited as follows: (a) The total amount that all such other a. Primary Insurance insurance would pay for the loss in the This insurance is primary except when absence of this insurance;and Paragraph b. below applies. If this insurance is (b) The total of all deductible and self-insured primary, our obligations are not affected unless amounts under all that other insurance. any of the other insurance is also primary. Then, (4) We will share the remaining loss, if any, with we will share with all that other insurance by the any other insurance that is not described in method described in Paragraph c. below. this Excess Insurance provision and was not b. Excess Insurance bought specifically to apply in excess of the Limits of Insurance shown in the Declarations (1) This insurance is excess over: of this Coverage Part. (a) Any of the other insurance, whether c. Method Of Sharing primary, excess, contingent or on any other basis: If all of the other insurance permits contribution by equal shares, we will follow this method also. (i) That is Fire, Extended Coverage, Under this approach each insurer contributes Builder's Risk, Installation Risk or equal amounts until it has paid its applicable limit similar coverage for "your work"; of insurance or none of the loss remains, (11) That is Fire insurance for premises whichever comes first. rented to you or temporarily occupied If any of the other insurance does not permit by you with permission of the owner; contribution by equal shares, we will contribute (111) That is insurance purchased by you to by limits. Under this method, each insurer's cover your liability as a tenant for share is based on the ratio of its applicable limit "property damage" to premises rented of insurance to the total applicable limits of to you or temporarily occupied by you insurance of all insurers. with permission of the owner; or 5. Premium Audit (iv) If the loss arises out of the a. We will compute all premiums for this Coverage maintenance or use of aircraft, "autos" Part in accordance with our rules and rates. or watercraft to the extent not subject to Exclusion g. of Section I — b. Premium shown in this Coverage Part as Coverage A — Bodily Injury And advance premium is a deposit premium only. At Property Damage Liability. the close of each audit period we will compute the earned premium for that period and send (b) Any other primary insurance available to notice to the first Named Insured. The due date you covering liability for damages arising for audit and retrospective premiums is the date out of the premises or operations, or the shown as the due date on the bill. If the sum of products and completed operations, for the advance and audit premiums paid for the which you have been added as an policy period is greater than the earned premium, additional insured. we will return the excess to the first Named (2) When this insurance is excess, we will have Insured. no duty under Coverages A or B to defend c. The first Named Insured must keep records of the insured against any 'suit" if any other the information we need for premium insurer has a duty to defend the insured computation, and send us copies at such times against that "suit". If no other insurer defends, as we may request. we will undertake to do so, but we will be entitled to the insured's rights 6. Representations against all those other insurers. By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; Page 12 of 16 4 insurance Services Office, Inc., 2012 CG 00 01 0413 INSURED COPY 76/5/2025 E(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: WS Certificates Woodruff Sawyer PHONE FAX 2 Park Plaza, Suite 500 A/C No Ext: 844-972-6326 vC,No: E-MIrvine CA 92614 ADDRESS: certificates@woodruffsawyer.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Berkley National Insurance Company 38911 INSURED HDLCOMP-01 INSURERB: Hudson Excess Insurance Company 14484 Hinderliter de Llamas&Associates HdL Software, LLC INSURERC: dba HdL Companies INSURERD: 120 S. State College Blvd, Suite 200 INSURERE: Brea CA 92821 INSURER F COVERAGES CERTIFICATE NUMBER:2020465210 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y Y TCP702275412 5/26/2025 5/26/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $1,000,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 X El JECT OTHER: $ A AUTOMOBILE LIABILITY TCP702275412 5/26/2025 5/26/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED FIR ER DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident L $ A X UMBRELLA LIAB X OCCUR TCP702275412 5/26/2025 5/26/2026 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$Nnn, $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Cyber/Tech E&O/Professional EET1416703 5/26/2025 5/26/2026 Per Claim/Aggregate $5,000,000 Liability Retention $50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Digitally signed Retroactive Date for Professional Liability-2/15/2013. TU Tran by T.Tran Nguyen Line Of Coverage: Crime Nguyen Date:2025.06.09 Policy#82556901 11:17:30-07'00' Effective Date 5/26/2025-5/26/2026 Carrier: Federal Insurance Company NAIC#20281 APPROVED Crime Limit:$1,000,000 By Tu Tran Nguyen at 11:16 am,Jun 09,2025 See Attached... I I CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana, its City Council, officers, officials, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN employees, ACCORDANCE WITH THE POLICY PROVISIONS. agents and volunteers Risk Management Division AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana, CA 92701 15 ac- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: HDLCOMP-01 LOC#: ,a`oRo ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Woodruff Sawyer Hinderliter de Llamas&Associates HdL Software, LLC POLICY NUMBER dba HdL Companies 120 S. State College Blvd,Suite 200 Brea CA 92821 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE RE: Project Number:A-2021-013. City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as additional insured as respects General Liability to the extent provided in the attached form. Waiver of Subrogation applies as respects General Liability to the extent provided in the attached form and as permitted by law. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AC'C)R" CERTIFICATE OF LIABILITY INSURANCE DATE (MM OS/29/2025 YYW) l �- 25 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Affinity y PHONE Marsh Affinity (A/C, o,Ext): 800-743-8130 FAX No): a division of Marsh USA LLC. E-MAIL ADPTotalSource@marsh.com PO BOX 14404 ADDRESS: Des Moines,IA 50306-9686 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: AIU Insurance Company 19399 INSURED INSURER B: ADP TotalSource DE IV,Inc. INSURERC: 5800 Windward Parkway INSURER D: Alpharetta,GA 30005 L/C/F: INSURER E: Hinderliter de Llamas&Associates INSURER F: 120 S State College Blvd Suite 200 Brea,CA 92821 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPEOFINSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYW) (MM/DD/YYW) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED $ PREMISES Ea occurrence MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PELT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? � NIA X WC 063530884 CA 07/01/2025 07/01/2026 A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for Hinderliter de Llamas&Associates paid under ADP TOTALSOURCE, INC.'s payroll,are covered under the above stated policy.Proprietor/Partner/Executive Officer Member are not excluded as long as they are in the ADPTS payroll or have completed the SEI Participation Addendum.WAIVER OF SUBROGATION IN FAVOR OF City of Santa Ana,its City Council, officers,officials,employees,agents and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de r�TROVED Llamas&Associates AS REQUIRED BY WRITTEN CONTRACT. Tran Nguyen at 11:16 am,Jun 09, 2025 CERTIFICATE HOLDER CANCELLATION City of Santa Ana,its City Council,officers,officials,employees,agents and Volunteers SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN: Risk Management Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza Santa Ana,CA 92701 ACCORDANCE WITH THE POLICY PROVISIONS. Santa AUTHORIZED REPRESENTATIVE O ACORD 25(2016/03) ©1988-2015 ACORD CORPOP6XION.All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER:TCP702275412 COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organlzatlon(s): City of Santa Ana,its City Council,officers,officials,employees, agents and volunteers Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92701 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER:TCP702275412 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Santa Ana,its City Council,officers,officials,employees, agents and volunteers Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92701 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage or personal and advertising injury required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable limits of 2. In connection with your premises owned by or insurance; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable limits of insurance. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 43 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be_% of the California workers' compensation premium otherwise due on such remuneration. Schedule WAIVER OF SUBROGATION IN FAVOR OF City of Santa Ana, its City Council, officers, officials, employees, agents and volunteers AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas &Associates AS REQUIRED BY WRITTEN CONTRACT. Person or Organization City of Santa Ana, its City Council, officers, officials, employees, agents and volunteers 20 Civic Center Plaza Santa Ana, CA 92701 Job Description Notes: 1. This endorsement may be used to waive the company's right of subrogation against named third parties who may be responsible for an injury. 2. The sentence in( )is optional with the company. It limits the endorsement to apply to specific jobs of the insured,and only to the extent that the insured is required to obtain this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2025 Policy No. WC 063530884 CA Endorsement No. Insured ADP TotalSource DE IV, Inc. Insurance Company AIU Insurance Company 5800 Windward Parkway Alpharetta,GA 30005 L/C/F: Hinderliter de Llamas&Associates 120 S State College Blvd Suite 200 `7 Brea,CA 92821 Countersigned by D f ©1998 by the Workers'Compensation Insurance Rating Bureau of California.All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual ©2001. Nguyen, Tu Tran From: Heather O'Connor <hoconnor@woodruffsawyer.com> Sent: Monday,June 9, 2025 10:13 AM To: Zubiate, Robert; Melissa Guerrero Cc: Maria Soto-Sanchez; Priscilla Ricafort; Brianda Cosio; RMD Subject: Re: URGENT: HdL Updated Insurance Needed - Santa Ana Attention: This email originated from outside of City of Santa Ana. Use caution when opening attachments or links. Hi Robert, Unfortunately waiver of subrogation is not standard for a cyber/professional liability/tech E&O policy like the one that HDL has in place.The carrier is unable to add because of that reason. This is not standardly required for this policy. Thank you. Heather O'Connor Account Manager I Cyber hoconnor(a)woodruffsawyer.com D 415.402.6605 M 408.710.1028 T 844.972.6326 Woodruff Sawyer 50 California Street, Floor 12 San Francisco, CA 94111 woodruffsawver.com AN ASSUREX GLOBAL PARTNER I CA License OM04696 This communication,including attachments,is confidential and may be privileged.If you received this message in error,please let the sender know and delete it immediately. From:Zubiate, Robert<rzubiate@santa-ana.org> Sent: Monday,June 9, 2025 10:05:31 AM To: Melissa Guerrero<mguerrero@woodruffsawyer.com> Cc: Maria Soto-Sanchez <MSoto-Sanchez@hdlcompanies.com>; Priscilla Ricafort<PRicafort@hdlcompanies.com>; Heather O'Connor<hoconnor@woodruffsawyer.com>; Brianda Cosio <bcosio@wood ruffsawyer.com>; RMD <rmd@santa-ana.org> Subject: RE: URGENT: HdL Updated Insurance Needed -Santa Ana [CAUTION:This email originated from outside the organization. Do not click links or open attachments unless you validate the sender and know the content is safe.] Thank you, Melissa. Our Risk Division stated the Waiver of Subrogation provided is in regards to the CGL/Auto. They're looking for the one pertaining to Professional Liability. Warm Regards, Robert Zubiate I Senior Management Analyst Finance & Management Services Agency I Treasury & Customer Service Division ' 20 Civic Center Plaza I Santa Ana, CA 92701