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Home My WebLink About25P055 - CliftonLarsonAllen LLP (CLA)CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Professional Auditing Services CliftonLarsonAllen LLP (CLA) Daphnie Munoz daphnie.munoz@CLAconnect.com provide professional auditing services $393,627 March 13, 2025 - March 12, 2028 Yes Daphnie Munoz, daphnie.munoz@CLAconnect.com Finance Department Heather Cain March 12, 2025 25P055 N/A Yes Yes Yes Procurement N/A No RFP 26-24 N/A N/A N/A February 13, 2025 Brian Sotak-Rossman Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 1 of 25 CONTRACT SERVICES AGREEMENT 25P055 PROFESSIONAL AUDITING SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on March 13, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and CliftonLarsonAllen LLP, a California limited liability partnership, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified vendor to provide professional auditing services, (“Project”). B. Contractor has submitted to City a proposal to provide professional auditing services, under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 2 of 25 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $393,627. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the schedule of fees set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 3 of 25 and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on March 13, 2025, and ending on March 12, 2028, unless extended by mutual written agreement of the Parties. In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for two (2) additional one (1) year terms. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services, and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Daphnie Munoz, Principal. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 4 of 25 Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title/Role: Daphnie Munoz, CPA Engagement Principal Joseph Ludin, CPA Technical Resource Principal Rebecca Hoang Tai, CPA Engagement Manager Stephen Coverstone, CPA Senior Jim Kreiser, CISA, CRMA, CFSA Information Systems 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 5 of 25 the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 6 of 25 no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 7 of 25 in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10.CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11.MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: CliftonLarsonAllen LLP (CLA) Attention: Daphnie Munoz 2875 Michelle Drive, Suite 300 Irvine, CA 92606 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 8 of 25 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 12.Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6- 22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 9 of 25 SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND CLIFTONLARSONALLEN LLP IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _____________________________ Signature Signature (2nd signature required for Corporation) Date: ___________________________ Date: ___________________________ CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _________________ Item No. ________ Agreement No. 25P055 APPROVED AS TO FORM: ATTEST: By: _____________________________ By: _____________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: ____________________________ City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 3/6/2025 03/12/2025 1B 3/13/2025 Page 10 of 25 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 11 of 25 1.1 Background: A. The City of Palm Springs is required by law and by standards set up by the government Accounting Standards Board (GASB) to issue an Annual Comprehensive Financial Report (ACFR) that has been audited by an outside auditing firm according to standards and procedures set up by GASB. The independent auditor plays an important role in testing and evaluating the city’s system of internal controls and overall financial management for signs of strength and weakness and reporting the results. They can also serve as a valuable resource as government financial reporting continues to evolve and government financial management becomes more complex and legally constrained. B. The Contractor will audit the City’s financial statements as well as the financial statements of its component unit for the fiscal years ending June 30, 2025, June 30, 2026, and June 30, 2027, with the option to extend the contract for each of the two subsequent fiscal years. The audits are to be performed in accordance with the provisions contained herein. 1. Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, 2. The standards for financial audits set forth in the U. S. General Accounting Office’s Government Auditing Standards, 3. The provisions of the Single Audit Act of 1984 (as amended in 1996), 4. The provisions of the U. S. Office of Management and Budget (OMB) Uniform Guidance, audits of States, Local Governments, and Non-Profit Organization, Audits of State and Local Governments. 1.2 Scope: A. The scope of work consists of, but is not limited to, an Annual Comprehensive Financial Report (ACFR) and its component unit financial statements for the City of Palm Springs to be prepared by the Contractor for the fiscal year ending June 30, 2025 and each of the subsequent years, June 30, 2026 and 2027. The City is planning to submit the ACFR to the Government Finance Officers Association (GFOA) for review in their Certificate of Achievement for Excellence in Financial Reporting program. B. TASKS: The Contractor will perform the following tasks: 1. City’s Annual Comprehensive Financial Report (ACFR): The Contractor will perform an audit of all funds of the City of Palm Springs. The audit will be conducted in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller of the United States. The Contractor will prepare the City’s Annual Comprehensive Financial Report (ACFR). The Contractor will render their auditors’ report on the basic financial statements which will include both Government-Wide Financial Statements and Fund Financial Statements. The Contractor will also apply limited audit procedures to Management’s Discussion and Analysis (MD&A) and required supplementary information pertaining to the General Fund and each major fund of the City. The Contractor shall include at a minimum the following components: a. Management Letter: The Contractor shall issue a separate “Management Letter” that includes recommendations for improvements in internal control, accounting procedures and other Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 12 of 25 significant observations that are non-reportable conditions. Management letters shall be addressed to the City Manager. 2. GANN Limit (Appropriations Limit): The Contractor shall perform agreed- upon auditing procedures pertaining to the City’s GANN Limit (Appropriations Limit) and render a report annually to the City regarding compliance. 3. Single Audit: The Contractor will perform a Single Audit on the expenditures of federal grants in accordance with OMB Uniform Guidance and render the appropriate audit reports on Internal Control over Financial Reporting based upon the audit of the City’s financial statements in accordance with Government Auditing Standards and the appropriate reports on compliance with requirements applicable to each Major Program, Internal Control over Compliance and on the Schedule of Expenditures of Federal Awards in Accordance with OMB Uniform Guidance. The single audit report will include an appropriate schedule of expenditures of federal awards, footnotes, findings and questioned costs, including reportable conditions and material weaknesses, and follow up on prior audit findings where required. Additionally, the audit shall comply with 2 CFR Part 200, Subpart F. a. The Contractor is responsible for preparing the Single Audit report, editing, and submitting the final Single Audit report to the Federal Audit Clearinghouse after final approval from the Director of Finance. 4. Annual State Controller’s Report: The Contractor will prepare and file the Annual State Controller’s Report to the State Controller’s Office as required by the State of California after final approval from the Director of Finance. 5. Annual State Controller’s Report for the Public Financing Authority: The Contractor will prepare and file the Annual State Controller’s Report for the Public Financing Authority to the State Controller’s Office as required by the State of California after final approval from the Director of Finance. 6. Annual Street Report: The Contractor will prepare and file the Annual Street Report to the State Controller’s Office as required by the State of California after final approval from the Director of Finance. 7. City of Palm Springs Passenger Facility Charge (PFC): The Contractor will conduct an annual independent audit of the City of Palm Springs Passenger Facility Charge (PFC) revenue to ensure proper handling and reporting, as stipulated in 14 CFR Part 158. These charges originate at the Airport and are included in ticket prices to all airline travelers in the U.S. The fee goes toward the upkeep and maintenance of our airport facility. a. Management Letter: The Contractor shall issue a separate “Management Letter” that includes recommendations for improvements in internal control, accounting procedures and other significant observations that are non-reportable conditions. Management letters shall be addressed to the City Manager. 8. (FAA) Forms 5100-126 and 5100-127: The Contractor will prepare and file Federal Aviation Administration (FAA) Forms 5100-126 and 5100-127. The annual preparation and submission of these forms are based on our audited financial statements, adhering to the FAA's deadlines and guidelines. 9. City of Palm Springs Sales Tax Measure J: The Contractor will perform an annual independent audit of City of Palm Springs Sales Tax Measure J. Measure J is a one-cent sales tax local revenue measure passed on November Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 13 of 25 8, 2011, with the increase to end in March 2037. The tax is used to maintain local community services and economically revitalize the downtown Palm Springs area. In November 2024, the measure passed to extend the 1% tax indefinitely. 10. City of Palm Springs Sales Tax Measure D: The Contractor will conduct agreed-upon auditing procedures pertaining to the City of Palm Springs Sales Tax Measure D. The City Council placed Measure D before voters in the November 7th 2017 Municipal Election to provide locally-controlled funding for essential services and programs in the City of Palm Springs and help the City to avoid potential cuts to City services, maintaining and improving public safety. Measure D replaces an expired State sales tax with local revenue, 100% of which will stay in City of Palm Springs. 11. Housing Successor Compliance and Independent Auditor’s Report: The Contractor will prepare the Housing Successor Compliance and Independent Auditor’s Report with compliance requirements described in the California Health and Safety Code sections applicable to the former Redevelopment Agency’s Housing Successor. C. The Contractor may be consulted occasionally throughout the year as an information resource. The Contractor may be asked to provide guidance on implementation of new GASB and SAS requirements and specifics of Federal and State regulations as they may affect local government accounting. In addition, if there are any new auditing standards that come out, these are to be implemented without additional fees. 1.3 Reports/Illegal Acts/Special Considerations/Paper: A. Auditing Standards to be followed: Audits shall be performed in accordance with generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, the provisions of the Single Audit Act Amendments of 1994 and the provisions of U.S. Office of Management and Budget (OMB) Uniform Guidance, Audits of State and Local Governments and Non-Profit Organizations. B. Reports to be issued: 1. Following the completion of the audit of the fiscal year’s financial statements, the Contractor shall issue in both hard copy and electronic form: a. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles. b. A report on the internal control over financial reporting and on compliance and other matters based on an audit of financial statements performed in accordance with government auditing standards. c. A report on compliance with applicable laws and regulations. d. A report on compliance for each major program and on internal control over compliance; and report on schedule of expenditures of federal awards required by the uniform guidance. e. Statistical tables in accordance with GASB 44. f. Agreed-upon procedures report regarding verification of the Gann limit. g. A report for the Annual State Controller’s Report, as a component unit of the City of Palm Springs. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 14 of 25 h. A report for the Annual State Controller's Report for the Public Financing Authority. i. A report on the fair presentation of the Passenger Facility Charge Audit Guide for Public Agencies. j. Reports to the Federal Aviation Administration forms 5100-126 and 5100-127. k. A report on the fair presentation of Measure J sales tax. l. Agreed-upon procedures report for Measure D sales tax. m. A report on the fair presentation of the Housing Successor in compliance with the California Health and Safety Code sections applicable to the former Redevelopment Agency’s Housing Successor. 2. In the required report(s) on internal controls, the Contractor shall communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization’s ability to record, process, summarize and report financial data consistent with the assertions of management in the financial statements. 3. Reportable conditions that are also material weaknesses shall be identified as such in the report. 4. Non-reportable conditions discovered by the Contractor shall be reported in a separate letter to management, which shall be referred to in the report(s) on internal controls. 5. The reports on compliance shall include instances of noncompliance. C. Irregularities and Illegal Acts: The Contractor shall be required to make an immediate, written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties: City Manager; City Attorney; and the Director of Finance & Treasurer. D. Special Considerations: 1. The City of Palm Springs has determined that the United States Department of Transportation will function as the cognizant agency in accordance with the provisions of the Single Audit Act of 1984, as amended in 1996, and U.S. Office of Management and Budget (OMB) Uniform Guidance, Audits of States, Local Governments, and Non-Profit Organizations. 2. The schedule of federal financial assistance and related Contractor’s report, as well as the reports on the internal controls and compliance are not to be included in the Comprehensive Annual Financial Report but are to be issued separately. 3. The City of Palm Springs anticipates it will prepare one or more official statements in connection with the sale of debt securities which will contain the basic financial statements and the Contractor’s report thereon. The Contractor shall be required, if requested by the fiscal advisor and/or the underwriter, to issue a “consent and citation of expertise” as the auditor, and any necessary “comfort letters.” 4. The Schedule of Expenditures of Federal Awards and related auditors’ report, as well as the reports on the internal control and compliance are not to be Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 15 of 25 included in the comprehensive annual financial report but are to be issued separately. 5. Additional Services: An allowance of $50,000 has been added for additional services. These additional services will need to be billed at the hourly rate provided on the Cost Proposal Form. The City of Palm Springs may request additional services from the Contractor, subject to compliance with independence standards, including the following but not limited to: a. The City has several debt issues that may or may not be subject to arbitrage rebate requirements. The Contractor may be asked to prepare the necessary calculations and advise the City accordingly. b. The City is occasionally confronted with complex tax issues related to employment taxes withholding and reporting, information reporting, etc. The Contractor may be asked from time to time to advise the City on tax related issues and to recommend a proper course of action. c. General accounting and business matters, including but not limited to the implementation of new account pronouncements, technical accounting matters, federal regulatory or program compliance considerations, etc. E. Working Paper Retention and Access to Working Papers: All working papers and reports must be retained, at the auditor’s expense, for a minimum of three (3) years, unless the firm is notified in writing by the City of Palm Springs of the need to extend the retention period. The auditor will be required to make working papers available, upon request, to the following parties or their designees: 1. City of Palm Springs 2. U.S. Department of Transportation 3. U.S. General Accounting Office (GAO) 4. Parties designated by the federal or state government or by the City of Palm Springs as part of an audit quality review process. 5. Auditors of entities of which the City is a sub-recipient of grant funds. 6. In addition, the firm shall respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers relating to matters of continuing accounting significance. 1.4 Description of the Government: A. City Representative: The Contractor’s principal contact with the City will be Kristopher J. Mooney, Director of Finance & Treasurer or a designated representative, who will coordinate the assistance to be provided by the City to the Contractor. B. Background Information: 1. The City of Palm Springs serves an area of 95 square miles with a population of 52,779. The City’s fiscal year begins on July 1 and ends on June 30. 2. The City operates and maintains a full range of municipal services, including a public library, a police department, a fire department, an international airport, wastewater treatment plant and a full municipal parks and recreation program. 3. Please refer to our website for additional information located at https://www.palmspringsca.gov/. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 16 of 25 C. Financial Information: Please refer to our website for additional financial information located at: https://www.palmspringsca.gov/government/departments/finance- treasury. D. Pension Plan: The City contributes to the California Public Employees’ Retirement System (PERS) and Public Employee’s Pension Reform Act (PEPRA), an agent multiple-employer public employee retirement system that acts as a common investment and administrative agent for participating public entities within the State of California. The City also offers a 457 deferred compensation plan to all employees and participates, in the case of certain employees, in a 401 (a) plan through ICMA and Nationwide. Actuarial services for the plan are provided by CalPERS. E. Blended Component Units: 1. The City is defined, for financial reporting purposes, in conformity with the Governmental Accounting Standards Board’s Codification of Governmental Accounting and Financial Reporting Standards Section 2100. Using these criteria, blended component units have a fiscal year end of June 30 and are to be audited as part of the City’s financial statements. 2. The management of the City identified the following component units for inclusion in the City’s financial statements: a. City of Palm Springs Financing Authority. The City of Palm Springs Financing Authority was created by a joint exercise of joint powers agreement between the City of Palm Springs and the Redevelopment Agency of the City of Palm Springs on February 1, 1991. The purpose of the Authority is to provide, through the issuance of debt, financing necessary for various capital improvements. The Authority is administered by the Board who are the members of the City Council and the Mayor. The Authority’s sole source of income is installment sale, loan and lease payments received from the City and Redevelopment Agency which are used to meet the debt service requirements on debt issues. F. Joint Ventures: The City of Palm Springs does participate in joint ventures with other governments. 1. Name of Joint Venture: a. Greater Palm Springs b. Convention & Visitors Bureau 2. Participating Government Agencies: a. 8 Cities and the County 3. Type of Services Provided: a. Tourism and Marketing G. Audit Schedule: 1. The planning phase of the audit engagement may commence upon receipt of a Notice to Proceed to be issued after award by City Council and execution of a City-standard two-party agreement. The audit shall provide the City with an audit plan and a list of schedules to be prepared by City personnel prior to the beginning of fieldwork. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 17 of 25 2. Interim fieldwork would be expected to be performed in April with the final phase of fieldwork commencing at the end of October. a. The City will attempt to have the books closed and all agreed upon schedules available for the auditors by last City business day in September. 3. Draft Reports: The Contractor shall have drafts of the final reports and recommendations to management available for review by the Finance Director by the following dates: TASKS DRAFT REPORT DUE TO CITY: Tasks 1, 2, 3, 4, 5, 7, 8, 9, 10, 11 November 15 Task 6 – Streets Report November 1st H. Entrance Conferences, Progress Reporting and Exit Conferences: 1. Interim: An entrance conference should be scheduled prior to beginning interim fieldwork with a desired timeline of April. 2. Progress reports are expected on at least a monthly basis to the Finance Director. 3. An exit conference to summarize the results of fieldwork and to review significant findings is expected on the last day of fieldwork or shortly thereafter. I. Final Reports: 1. The Finance Department will complete their review of the draft report as expeditiously as possible. This process is not expected to exceed two weeks. During that period, the auditor should be available for any meetings that may be necessary to discuss the drafts. Once all issues for discussion are resolved, the auditor shall publish, produce and deliver to City fifteen (15) bound and one (1) photo ready copy of the final signed report. It is anticipated that this process will be completed and the final reports delivered by the following dates: TASKS: FINAL REPORT DUE TO CITY: Tasks 1, 2, 3, 4, 5, 7, 8, 9, 10, 11 December 1st Task 6 – Streets Report November 15th (last City business day) J. Finance Department Assistance: 1. The Finance Department staff and responsible personnel will be available during the audit to assist the Contractor by providing information, documentation and explanations. The preparation of confirmations will be the responsibility of the City, with the assistance of the Contractor. 2. City Staff will assist the Contractor in identifying and locating supporting documentation. K. Information Technology (IT) Assistance: IT Personnel will be available to provide system’s documentation and explanations. The Contractor will not be provided computer time and the use of the City’s computer hardware and software unless mutually agreed upon. However, various computer reports will be provided to the Contractor as required. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 18 of 25 L. Statements and Schedules to be prepared by City Staff: The Finance Department staff will prepare the lead schedules, financial statements, notes, and required supplementary schedules; however, Contractor assistance may be required with note disclosures or schedules. 1.5 Schedule: Work will commence on issuance of notice to proceed and all work shall be completed by the end of the term. 1.6 Compensation: Work will be compensated on a lumpsum basis per tasks and hourly rates for additional services. Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 19 of 25 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 20 of 25 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 21 of 25 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 22 of 25 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: ___X____ required ________ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 23 of 25 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 24 of 25 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Page 25 of 25 EXHIBIT “C” EXECUTIVE ORDER N-6-22 CERTIFICATION Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$306.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:CliftonLarsonAllen LLP DBA: Owner:Jennifer Leary Mailing Address:220 S 6TH ST Ste 300 Minneapolis, MN 55402 License Number:OC-000232-2025 Expiration Date:03/31/2026 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:220 S 6TH ST Ste 300, Minneapolis, MN 55402 Business Description:Certified public accountants and consultants TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 02/14/2025 North Risk Partners P.O. Box 64016 St Paul MN 55164 Julie Bushinger (763)536-8006 julie.bushinger@northriskpartners.com CliftonLarsonAllen LLP 220 South 6th Street Suite 300 Minneapolis MN 55402-1436 Great Northern Insurance Company 20303 Federal Insurance Company 20281 Chubb Indemnity Insurance Company 12777 24/25 Cert #1 A 35983569 12/31/2024 12/31/2025 1,000,000 1,000,000 10,000 1,000,000 2,000,000 Included Combined Total Aggregate 10,000,000 B 73572825 12/31/2024 12/31/2025 1,000,000 C N 71749276 12/31/2024 12/31/2025 1,000,000 1,000,000 1,000,000 Certificate holder is included as additional insured on General Liability per form 80-02-2367 Rev 5-07 and on Automobile per form 16-02-0292 Ed 4-11 when required in prior written contract. General Liability is primary and non-contributory per form 80-02-2367 Rev 5-07 and Auto Liability is primary per form 16-02-0316 Ed 10-14 when required in prior written contract. Waiver of Subrogation included on General Liability per form 80-02-2000 Rev 4 01 and on Automobile per form 16-02-0292 Ed 9-10 when required in prior written contract. General Liability & Auto Policies have been endorsed to provide 30 days notice of cancellation, with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively. Workers' Compensation coverage is not provided in the following monopolistic states: ND; OH, WA; and WY. City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs CA 92262 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 2/19/2025 Lemme,A Division of EPIC 111 West Campbell Street 4th Floor Arlington Heights IL 60005 Cathy Kuehl 847-385-6800 PSGCerts@lemme.com Swiss Re International SE and Various CliftonLarsonAllen LLP 220 South Sixth Street Minneapolis MN 55402 276907200 A Professional Liability FN2411566 12/15/2024 12/15/2025 Each Claim Aggregate $1,000,000 $2,000,000 City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs CA 92262 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. – CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an “insured” under any other automobile policy or would be an “insured” under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an “insured” under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to “bodily injury” or “property damage” that results from an “accident” that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: d. Any “employee” of yours while using a covered “auto” you don’t own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered “auto” while the “auto” is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The “auto” is leased without a driver. Such leased “auto” will be considered a covered “auto” you own and not a covered “auto” you hire. However, the lessor is an “insured” only for “bodily injury” or “property damage” resulting from the acts or omissions by: 1. You; 2. Any of your “employees” or agents; or 3. Any person, except the lessor or any “employee” or agent of the lessor, operating an “auto” with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 – WHO IS AN INSURED – of SECTION II – LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered “auto”, provided that you and such person or organization have agreed under an express provision in a written “insured contract”, written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an “insured”. However, such person or organization is an “insured” only: Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, maintenance or use of a covered “auto”; and (2) for “bodily injury” or “property damage” caused by an “accident” which takes place after: (a) You executed the “insured contract” or written agreement; or (b) The permit has been issued to you. 3.FELLOW EMPLOYEE COVERAGE EXCLUSION B.5. - FELLOW EMPLOYEE – of SECTION II – LIABILITY COVERAGE does not apply. 4.PHYSICAL DAMAGE – ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. – TRANSPORTATION EXPENSES – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. 5. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. – COVERAGE EXTENSIONS - of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total “loss” to a covered “auto”, we will pay any unpaid amount due on the loan or lease for a covered “auto” minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the “loss”; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered “auto”; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered “auto”; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered “auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. – COVERAGE EXTENSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: d.Rental Expense We will pay the following expenses that you or any of your “employees” are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or “loss” of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered “loss”; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE – BROADENED COVERAGE Paragraph A.4. – COVERAGE EXTENSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: e.Recovery Expense We will pay for the expense of returning a stolen covered “auto” to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS – of SECTION III – PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. – LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR – WAIVER OF DEDUCTIBLE Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE – of SECTION III – PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE – of SECTION III – PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same “accident”, the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of “accident”, claim, “suit” or “loss”, you must promptly notify us when the “accident” is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an “accident”, claim, “suit” or “loss” by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the “accident” or “loss” occurred; (2) The “insured’s” name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV – BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for “loss” to which this insurance applies, provided the “insured” has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such “loss”. To the extent that the “insured’s” rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after “accident” or “loss” to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. – CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV – BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV – BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any “auto” hired or rented by your “employee” on your behalf and at your direction will be considered an “auto” you hire. If an “employee’s” personal insurance also applies on an excess basis to a covered “auto” hired or rented by your “employee” on your behalf and at your direction, this insurance will be primary to the “employee’s” personal insurance. 16. HIRED AUTO – COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV – BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered “auto” of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17.RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V – DEFINITIONS is deleted and replaced by the following: “Bodily injury” means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the “bodily injury” sustained by that person. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 16-02-0306 (Ed. 5-11) Page 1 of 1 NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endor sement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): Address: Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PR EMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHED ULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: Impose any liability or obligation of any kind upon us; or Invalidate such cancellation. IF YOU ARE OBLIGATED, PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT TO N/A PROVIDE PERSON(S) OR ORGANIZATION(S) WITH NOTICE OF CANCELLATION, THEN WE WILL NOTIFY SUCH PERSON(S) OR ORGANIZATION(S) PROVIDED THAT WITHIN 15 DAYS OF THE DATE WE SEND NOTICE OF CANCELLATION TO THE FIRST NAMED INSURED, THE FIRST NAMED INSURED OR PRODUCER OF RECORD PROVIDES US WITH A SPREADSHEET CONTAINING THE NAME, MAILING ADDRESS AND, IF AVAILABLE, E-MAIL ADDRESS OF THE PERSON(S) OR ORGANIZATION(S). Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36 16-02-0316 Ed. 10 14 Page 1 of 1 POLICY NUMBER: (24)7357-28-25 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured:CLIFTONLARSONALLEN LLP Endorsement Effective Date:12/31/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. – “Other Insurance” of Item B. – “General Conditions” under Section IV – “Business Auto Conditions”: e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an ”insured” of a covered “auto” for which an “insured” is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. Docusign Envelope ID: F788A370-C828-4B62-89A1-727DAE98AC36