WBCP 1 Version 7-1-26
SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ___ day of _________, 20__ (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and WBCP, an Oregon Corporation, whose address is 213 E Main St., Rogue River, OR 97537 (“Provider” or “Contractor”):
RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. The City is in need of the following services: specialized management and executive recruiting services. City staff issued a Request for Proposals with a submittal period of twenty-six (26) days and received nineteen (19) timely submitted bids or proposals, and selected the service providers that best meets the City's need for services or materials C. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement.
D. Whereas, the City Council authorized the City Manager to execute this agreement on ___________________.
E. The City and Provider desire to enter into an agreement for specialized and executive recruiting services, upon the terms and conditions herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
AGREEMENT
1. TERM:
The term of this Agreement shall commence on the ____ day of _______ 20__, and shall terminate on the 31st day of October, 2028, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.
3. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 WBCP 2 Version 7-1-26
according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference.
Extra work must be approved in writing by the City Manager or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B. b. The total two-year compensation for this Agreement shall not exceed $250,000.
Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.
4. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE:
Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement. Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance of this Agreement. Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License, as needed); and that such licenses and approvals shall be maintained throughout the term of this Agreement. Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall be acquired by virtue of Provider’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employeremployee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 WBCP 3 Version 7-1-26
Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indemnitees (as defined in Section 9, below) from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
8. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such nondiscrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“City Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this Agreement or out of the operations conducted by Provider even if City Indemnitees are alleged to have been negligent. If the Claims filed against City Indemnitees allege negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider. Provider shall not have any obligations to indemnify City Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of City Indemnitees. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.
b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8.
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c. Provider’s obligation to indemnify, defend and hold harmless City Indemnitees shall expressly survive the expiration or early termination of this Agreement.
10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections 10.b. (1) through (4). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.”
Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
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If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4,000,000 shall be considered equivalent to the required minimum limits shown above.
Provider shall also submit declarations and policy endorsements pages. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $1,000,000 each occurrence
(4) Professional Liability:
Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim
Technology professional liability errors and omissions 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 City in the care, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider. c. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:
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If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
The additional insured coverage under the Contractor’s policy shall be primary and noncontributory and shall not seek contribution from the City’s insurance or self-insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the City Indemnitees or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy in full.
11. CONFLICT OF INTEREST:
Provider represents that it has no known relationships with third parties, City Council members, or employees of City which would 1) present a conflict of interest with the rendering of services under this agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law; 2) prevent Provider from performing the terms of this Agreement; or 3) present a significant risk of disclosure of confidential information.
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12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent.
b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement. Control means fifty percent or more of the voting power of Provider.
13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub-providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
b. Each sub-provider shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub-providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.”
d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
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a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Generally, the City has the right to conduct audits of Provider’s financial, performance and compliance records maintained in connection with Provider’s operations and services performed under the Agreement. In the event of such audit, Provider agrees to provide the City with reasonable access to Provider’s employees and make all such financial (including annual financial statements signed by an independent CPA), performance and compliance records available to the City. City agrees to provide Provider an opportunity to discuss and respond to any findings before a final audit report is filed. b. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). c. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment. d. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 WBCP 9 Version 7-1-26
from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section 17.
b. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
City of Alameda
Human Resources
2263 Santa Clara Ave., Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
Ph: (510) 747-4900
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
WBCP, Inc.
213 E Main St.
Rogue River, OR 97537
ATTENTION: Wendi Brown, President/CEO
Ph: (541) 664-0376
Email address: [email protected]
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
Human Resources
2263 Santa Clara Ave., Rm. 290
Alameda, CA 94501
ATTENTION: Noelle White, Human Resources Director
Ph: (510) 747-4900 / [email protected]
18. SAFETY:
a. Provider shall be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement shall apply continuously and not be limited to normal working hours. In addition, Provider shall comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 WBCP 10 Version 7-1-26
laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements shall be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions shall not relieve it from compliance with the obligations and penalties set forth herein. b. Provider shall immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider shall promptly submit to the City a written report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19(c) shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS’ FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges and agrees that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider also acknowledges and agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
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During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City Indemnitees from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.
23. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
24. WAIVER:
A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
25. INTEGRATED CONTRACT:
Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement shall be effective only by written execution signed by both the City and Provider.
26. PREVAILING WAGES:
Provider acknowledges the requirements of, and agrees to comply with, California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects.
Provider agrees to fully comply with such 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 $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall indemnify, defend (with counsel acceptable to Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 WBCP 12 Version 7-1-26
the City) and hold harmless the City Indemnitees from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
27. DEPARTMENT OF INDUSTRIAL RELATIONS COMPLIANCE AND
PREVAILING WAGE REQUIREMENTS ON PUBLIC WORKS PROJECTS:
a. For purposes of Sections 27 through 29 of this Agreement, the terms “claim”, “contractor”, “public works project” and “subcontractor” shall have the same meanings set forth in Public Contract Code Section 9204.
b. No contractor or subcontractor may be listed on a bid proposal for a public works project, nor engage in the performance of any public work contract, unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5 (with the limited exceptions for certain bids pursuant to Labor code Section 1771.1(a)). Registration instructions may be found at the following website: https://www.dir.ca.gov/Public-Works/ContractorRegistration.html c. All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner at the following website:
https://www.dir.ca.gov/Public-Works/Certified-Payroll-Reporting.html d. Contractor is required to post all job site notices as prescribed by State law. (See 8 Cal. Code Regs, § 16451(d).)
e. In executing this Agreement, Contractor acknowledges and agrees that the work authorized by this Agreement may be subject to compliance monitoring and enforcement by the Department of Industrial Relations.
28. REGISTRATION OF CONTRACTORS:
Before submitting bids for any work authorized by this Agreement, contractors shall be licensed in accordance with the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California.
29. PUBLIC CONTRACT CODE SECTION 9204 SUMMARY:
Notwithstanding anything else to the contrary stated in the Information For Bidders (IFB) or other documents associated with this Agreement, all claims, regardless of dollar amount, submitted between January 1, 2017 and January 1, 2027 related to work performed or scheduled to be performed pursuant to this Agreement shall be governed by Public Contract Code Section 9204 and this section. The following provisions and procedures shall apply:
a. Contractor shall submit each Claim (whether for a time extension, payment for money or damages) in writing and in compliance with Public Contract Code Section 9204.
Contractor must include reasonable documentation to support each claim. b. Upon receipt of a claim, the City shall conduct a reasonable review and respond in writing within 45 days of receipt and shall identify in a written statement what portions of the claim are disputed and undisputed. Undisputed portions of the claim shall be processed and paid Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 WBCP 13 Version 7-1-26
within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The City and Contractor may mutually agree to extend the 45 day response time.
c. If the City needs approval from the City Council to provide a written statement, the 45 days may be extended to 3 days following the next duly noticed public meeting pursuant to Public Contract Code Section 9204(d)(1)(C).
d. If the City fails to timely respond to a claim or if Contractor disputes the City’s response, Contractor may submit a written demand for an informal meet and confer conference with the City to settle the issues in dispute. The demand must be sent via registered or certified mail, return receipt requested. Upon receipt, the City shall schedule the conference within 30 days.
e. Within 10 business days following the informal meet and confer conference, the City shall submit to Contractor a written statement describing any issues remaining in dispute and that portion which is undisputed. Undisputed portions of the claim shall be processed and paid within 60 days of the written statement. Undisputed amounts not paid in a timely manner shall bear interest at 7% per annum. The issues remaining in dispute shall be submitted to nonbinding mediation. If the City and Contractor mutually agree on a mediator, each party shall pay equal portions of all associated costs. If within 10 business days, the City and Contractor cannot agree on a mediator, each party shall select a mediator (paying all costs associated with their selected mediator), and those mediators shall select a qualified neutral third party to mediate the disputed issues. The City and Contractor shall pay equal portions of all associated costs of such third party mediator.
f. Unless otherwise agreed by the City and Contractor, any mediation conducted hereunder shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has commenced.
g. The City reserves all rights and remedies that it has pursuant to this Agreement, any associated plans and specifications, or at law or in equity which are not in conflict with Public Contract Code 9204.
30. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
31. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
32. SIGNATORY:
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 WBCP 14 Version 7-1-26
By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
33. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 WBCP 15 Version 7-1-26
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
WBCP, Inc. CITY OF ALAMEDA
an Oregon Corporation
Wendi Brown Gerry Beaudin
President/CEO City Manager
RECOMMENDED FOR APPROVAL
Noelle White
Human Resources Director
APPROVED AS TO FORM:
City Attorney
Douglas W. McManaway
Assistant City Attorney
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 Board Authorization Letter
WBCP, Inc.
213 E. Main St.
Rogue River, OR 97537
541-664-0376
[email protected]
Date: May 1, 2025
BOARD AUTHORIZATION LETTER
To Whom It May Concern:
The undersigned, being the duly elected and acting Secretary of the Board of Directors of WBCP, Inc., an Oregon corporation, does hereby certify that the following is a true and correct copy of a resolution duly adopted at a meeting of the Board of Directors, held in accordance with the Bylaws of the corporation and the laws of the State of Oregon, and that said resolution is now in full force and effect:
RESOLVED, that the Board of Directors hereby authorizes Wendi Brown, as President and Secretary of WBCP, Inc., to act on behalf of the organization with full authority to negotiate, enter into, execute, and deliver any and all contracts, agreements, instruments, and other documents necessary or appropriate to conduct the business and operations of WBCP, Inc.; and to make such decisions and take such actions as may be deemed necessary, advisable, or in the best interest of the corporation.
This authorization shall remain valid and in full force unless and until modified or revoked by written resolution of the Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of the Corporation this 1st day of May, 2025.
_________________________
Wendi Brown
Secretary, Board of Directors
WBCP, Inc.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 PAGE 18
Facilitate initial kick-off meeting with Client and other meetings that may include Executive Leadership, staff, community, and other stakeholders to assist with identifying the ideal candidate profile.
Assist Client hiring authority/stakeholders in modifying the job description (as needed), and develop a recruitment announcement, marketing materials, and advertising plan for the recruitment.
Attend all other meetings and engagements as needed or identified by the Client.
Implement advertising plan including: publication, headhunting, direct mail, and other online and email marketing efforts.
Provide timely updates and progress reports to the client regarding search services; every two weeks or as Client identifies is needed.
Preliminary internet searches will be conducted on recommended candidates.
Coordinate interview panel(s) as needed, or coordinate this process with Client.
Receive and review applicants and screen those applicants to identify top candidates. Top screened paper applicants will be video/phone screened by recruiter to identify the key competencies (technical and interpersonal) to assist in identifying the top group of candidates who will be recommended at the Client/WBCP shortlist meeting.
Facilitate shortlist meeting with Client – review and select candidates who will be invited to interview.
Coordinate invitations to candidates.
Develop interview questions and other selection details to meet specific needs and identify key competencies of candidates.
Facilitate interviews with panel(s).
Background and reference checks will be conducted with candidates who are identified as final candidates after initial Client interviews have been conducted. Background checks will be conducted in accordance with local law and typically include the following: criminal (local, state, and federal), education, credit, social security. References will be conducted based on a 360-degree perspective and will include staff, peers, and superiors. Onsite background services are available at an additional fee (see fees for details) Facilitate offer and negotiations with selected candidate; as directed by Client.
B. SCOPE OF WORK.........................................................................................
Confidential
III. APPROACH & METHODOLOGY
Appendix A
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 PAGE 19
C. RECRUITMENT TIMELINE..........................................................................
BELOW IS A SAMPLE OF AN EXECUTIVE SEARCH TIMELINE THAT
WBCP WILL CUSTOMIZE FOR THIS RECRUITMENT
Confidential
Week 1:
Secure services with search firm, WBCP, Inc.
WBCP can schedule a Kickoff meeting as soon as we are selected.
WBCP: review search parameters and recruiting processes with Client.
Interview with hiring authority and other stakeholders for competencies.
Identification of advertising venues and ideal candidate prospects.
Calls, meetings, or coordination with other stakeholders for information gathering.
Weeks 1 + 2:
Develop and approvals: recruitment process, deadlines, ad plan and strategy, recruitment timeline and brochure.
Print coordination (if applicable).
Weeks 2 + 3:
OPEN RECRUITMENT AND AD PLAN: Implement marketing plan and direct mail (if applicable).
Secure panel member calendars.
Timeline may be extended if direct mail piece is included (i.e., print/postage).
Finalize panel members and interview logistics and invitations to panel members.
Weeks 4, 5, + 6:
Receive applications –Collect and source applicants will continue until recruitment closes.
Weeks 7 + 8:
CLOSE RECRUITMENT AND ADVERTISING.
Conduct initial phone screen to identify shortlist of candidates.
Preliminary check on shortlist candidates (Google search).
Candidate profiles developed and short list recommendations to client.
Weeks 9 + 10:
MEETING - Client confirms selection of candidates to be advanced to panel interviews.
Finalize questions, presentation, in-basket (as determined).
Coordinates invitations with selected top candidates (shortlist).
Produce panel candidate interview packets.
Weeks 10 + 11:
WBCP facilitates interview process – Interview process will be customized based on client and community needs:
Day 1: Panel Interviews Conducted; Day 2: 2nd Interviews with executive leaders; 3rd interviews may be scheduled as needed with Boards/Commissions, etc.; As needed schedule staff and/or community discussions/meetings.
Week 12:
WBCP conducts background and reference checks (backgrounds may be conducted by Client if current contract exists).
WBCP conducts full reference checks for candidate(s) selected for Board/Commission interviews; or when Client is interested in making an offer.
NEGOTIATIONS / HIRE:
Hire date to accommodate possible candidate relocation.
Client (WBCP available to assist in process) conducts offer and facilitates salary negotiations with preferred candidate.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 III. APPROACH & METHODOLOGY PAGE 26 Description of Services/Deliverables: Inclusive Rate per Recruitment: Confidential A. OPTION 3 COST SHEET..............................................................................
WBCP will not limit the number of hours we work on a recruitment, rather we charge a flat rate and will spend the time necessary to ensure we are successful. Consulting fees will be billed in thirds at the beginning (open for applications and advertising campaign launched), middle (shortlist selection), and end of the recruitment process (selection made and background/ references concluded).
S E R V I C E C O S T P E R R E C R U I T M E N T
Description of Services/Deliverables: Inclusive Rate per Recruitment:
Description of Services/Deliverables: Inclusive Rate per Recruitment:
Up to $5,500 - $7,900
(direct expenses not-to-exceed)
Consulting Services: Phases I-IV in the
proposal's recruitment strategy/phases
section.
Expenses Include: Consulting Services:
Phases I-IV in the proposal's recruitment
strategy/phases section and related
expenses: Brochure/graphic design
($950)
Marketing and advertising which may
include: print and postage (if
applicable), online job boards
targeted per recruitment, social
media, sourcing, LinkedIn ($395),
InMails ($300), Circa Diversity Job
Boards ($295), and ZoomInfo ($299)
Surveys: Available in multiple
languages; internal and external
surveys may be customized and
distributed as needed. Document
shipping and delivery charges
included for virtual meetings and
panel materials.
Fees for background and reference
checks (one candidate)
One facilitator for each virtual or inperson interview day.
These expenses will be billed at actual cost
and reimbursed based on receipts.
Executive-level searches: $28,900
Management-level searches: $24,900
(flat-rate)
IV. PROJECT PRICING
*Recruitment cost is determined by the position’s reporting relationship—specifically, whether the position reports directly to the Council—as well as the overall complexity of the recruitment, rather than by job title alone.
Appendix B
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9
WBCP RECRUITMENT SERVICES
O P T I O N 1 O P T I O N 1.5 O P T I O N 2 O P T I O N 2.5 O P T I O N 3FULL SEARCHSERVICESConsulting Services:$24,900–$28,900 Depending on position
CONSULTINGSERVICES INCLUDE*Everything in Option 2.5,plus...
PARTIALRECRUITMENTADVERTISING &HEADHUNTINGConsulting Services:$5,900CONSULTINGSERVICES INCLUDE* + RESUME REVIEWConsulting Services:$10,900CONSULTINGSERVICES INCLUDE*Everything in Option 1,plus... + UP TO INTERVIEWSConsulting Services:$18,900CONSULTINGSERVICES INCLUDE*Everything in Option 1.5,plus... + DAY 1 INTERVIEWConsulting Services:$19,900CONSULTINGSERVICES INCLUDE*Everything in Option 2,plus... u Hiring authority and stakeholder meetings(up to 2 hours forcommunity/employeeengagement)Develop ideal u candidate profile &recruitment timelineProduce recruitmentannouncement u Produce and u
implement advertisingcampaignHeadhunt (LinkedIn, u
past lists, databases,associations, etc.)
u Implement direct mail campaign (as needed) *OPTIONS 1–2.5 do not include: Travel to client location, negotiation of candidate offer, background or reference checks, 12–24 month guaranteeHOURLY RECRUITMENT SERVICES: $250/hourSenior Recruitment | Consulting Services Plus expenses: Between$3,000–$4,500 for theadvertising plan andcreative brochure*
PARTIALRECRUITMENT
PARTIALRECRUITMENT
PARTIALRECRUITMENT
u WBCP will review and score resumes. u Hiring authority and stakeholder meetings(up to 8 hours forcommunity/employeeengagement)Presentrecommended u short list of candidatesProduce recommended u
selection assessmenttoolsCoordinate candidate u
scheduling andinvitations to interview Panel coordination Facilitate first round virtual interviews forone panel (additionalpanels may adjust thecost to account forincreased expenses)Coordinate candidate u scheduling andinvitations to secondround interviews u Hiring authority and stakeholder meetings(up to 2 days ofcommunity/employeeengagement) Panelcoordination u Facilitate all interviews
Background andreference checksVirtual and/or in- u
person interviews travelup to 2 trips to clientlocation12–24 month u guarantee uu Plus expenses: Between$3,000–$4,500 for theadvertising plan andcreative brochure* Plus expenses: Between$3,000–$4,900 for theadvertising plan and creativebrochure* Plus expenses: $3,000–$4,900 for the advertisingplan and creative brochure* Plus expenses: Between$5,500–$7,900 for theadvertising plan and creativebrochure; travel expenses;shipping; multiple panelfacilitation, etc. Streamline and Satisfy the RFP Process for Contract Recruiting w bcpi n c . c o m | 8 6 6 . 9 2 9 .WB C P ( 9 2 2 7 ) | h r s o l u ti o n s@w bcpi n c . c o m + + = PAGE 27 B. ALL OPTIONS COST SHEET..................................................................................................................
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 IV. PROJECT PRICING PAGE 28
C. ADDITIONAL SERVICE OPTIONS/TIMELINE POLICY.........................
While our standard pricing reflects the value and quality of our recruitment services, we recognize that each client’s needs are unique. As such, we are open to discussing pricing options and also offer flexible partial search services that can be tailored to meet your specific requirements.
Proposal Negotiations
Additional Virtual Interview Facilitation (beyond the two facilitators included): $750 per day, per consultant
Additional On-Site Meeting Days/Interviews (beyond the two trips included): $1,500 per day, per consultant, plus applicable travel expenses*
Candidate Travel Coordination: Up to $1,500 per non-local candidate for travel reimbursement, including lodging, transportation, and/or stipends. WBCP can coordinate travel arrangements upon request.
Additional Background Checks (beyond one final candidate): $300 per candidate Additional Reference Checks (beyond one final candidate): $500 per candidate Additional Hires (beyond the initial placement): $9,000 per candidate Web Content Accessibility Guidelines (WCAG) Brochure Updates (optional): $150–$200 per brochure
Investigative Background Services: WBCP offers comprehensive investigative background services, led by Chief Bill Landis, who brings more than 30 years of public safety experience, including employee investigations. This onsite investigation is available for an additional $3,500 plus travel expenses and may include a detailed review of professional history, reputation, qualifications, conduct, and any past administrative or internal investigations; interviews with current and former colleagues, supervisors, family, friends, and neighbors; a home and workplace visit; in-person reference checks; and review of publicly available information, including social media, as well as any other inquiries deemed necessary. This service is in addition to the standard background checks included in the proposal expenses, which include online criminal and civil records checks, credit check, education and credential verification, driving record review, and Social Security verification.
Investigations of this scope typically take approximately 2–4 weeks to complete, depending on candidate availability and the depth of review required.
1.Work Performed Out of Scope: To deliver optimal results, adherence to agreed-upon dates and times for critical recruitment milestones (e.g., shortlist meeting and interview dates) is required. Any changes to these timelines after the recruitment process has commenced may result in:
a.Forfeiture of the Recruitment Guarantee: Deviating from the agreed timeline will void the recruitment services guarantee if the deviation is significant enough to affect the overall outcome of the recruitment (i.e., losing ideal candidates due to a prolonged timeline) b.Additional Charges: Adjustments to timelines will incur additional fees for additional administrative work, rescheduling, etc., billed at our standard hourly rate of $250.
These policies ensure clarity, fairness, and high-quality outcomes for all parties involved.
Timeline Policy
Optional Services (Services Listed Below Fall Outside the Standard Scope of Work) IV. PROJECT PRICING
BCP guarantees our successful placements for 12–18 months, depending on the scope and terms of the recruitment. Please see page 21 for additional details regarding our placement guarantee.
Recruitment Guarantee
Confidential
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 10/1/2026
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 Recruitment
Employment & staf ng
Policy document
United States
Policy Number: PSN0040333077 Policy Term: 05/04/2026 - 05/04/2027 Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 1 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved It is important for to review this Policy in its entirety carefully, including , as the trigger for coverage, including when must notify of a claim, under each Section and Insuring Clause may differ.
Where or are not specifically excluded from a Section or Insuring Clause of this Policy, then a claim arising out of a or which is otherwise covered under that Section or Insuring Clause will be payable, subject to all other terms, conditions and exclusions of this Policy.
This Policy is a contract of insurance between and . Policy contains all the details of the cover that provide. This Policy consists of and must be read together with the Declarations page and any Endorsements. This Policy is not complete unless it is signed and a Declarations page is attached.
The sections of this Policy are identified by the blue lines across the page with white upper case print, these are for information purposes only and do not form part of the cover given by this Policy. Terms in bold upper case print are references to specific Insuring Clauses, Sections or Conditions. Other terms in bold lower case print are defined terms and have a special meaning as set forth in the Definitions section and elsewhere. Words stated in the singular will include the plural and vice versa.
In consideration of the and in reliance upon the information that have provided to prior to the commencement of this insurance, agree to provide the cover as set out below:
INSURING CLAUSE 1: PROFESSIONAL LIABILITY
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any first made against during the or any applicable optional extended reporting period arising out of for any:
a. negligent act, error, omission, misstatement or misrepresentation committed by ; b. breach of any contractual term committed by implied by law concerning necessary quality, safety or fitness, or duty to use reasonable care and skill; c. defamation committed by , including but not limited to libel, slander, trade libel, product disparagement, injurious falsehood, emotional distress or outrage based on harm to the character or reputation of any person or entity; Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 2 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved d. loss or damage to any documents in paper format in care, custody or control; or e. other act, error or omission committed by giving rise to civil liability, but not any breach of contract other than as specified above.
will also pay on behalf.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any by a first made against during the or any applicable optional extended reporting period arising out of any act, error, omission, advice, misstatement or misrepresentation committed by .
will also pay on behalf.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any first made against during the or any applicable optional extended reporting period as a direct result of any unintentional breach of a contract with a for the provision of . will also pay on behalf.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any first made against during the or any applicable optional extended reporting period arising out of the provision of for any:
a. infringement of any , breach of any
license acquired by or failure to attribute authorship or provide credit; b. act of passing-off, piracy or plagiarism or any misappropriation of content, concepts, format rights or ideas or breach of a contractual warranty relating to ;
c. misappropriation of a trade secret;
d. invasion, infringement or interference with rights of privacy or publicity, including false light, public disclosure of private facts, intrusion, breach of confidence and commercial appropriation of name or likeness; or
e. breach of agreement, breach of confidentiality or promissory estoppel, in connection with the failure to maintain the confidentiality of a source or materials furnished by a source or the failure to portray a source or a subject in a certain light. will also pay on behalf.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 3 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any first made against during the or any applicable optional extended reporting period arising out of any dishonesty by any in the provision of .
will also pay on behalf.
agree to pay on behalf and any fines or penalties as a result of any first initiated against during the or any
applicable optional extended reporting period arising directly out of the provision of .
However, will not pay , fines or penalties in respect of any affecting the wider environment in which conduct , as
opposed to any solely affecting .
agree to pay in the event that a of brings or threatens to bring a against that would be covered under ( , , and
only) for an amount greater than if attempt to recover the from them. Prior to payment of must obtain written confirmation from the that they will not bring a against if agree not to pursue them for and provide it to .
INSURING CLAUSE 2: CYBER AND PRIVACY
agree to pay on behalf all sums which become legally obliged to pay (including the establishment of any consumer redress fund and associated expenses) as a result of any arising out of a first discovered by during the that results in:
a. the transmission of malware to a ;
b. being used to carry out a denial of service attack;
c. failure to prevent unauthorized access to information stored or applications hosted on or a ; or
d. identity theft, experienced by or any .
also agree to pay on behalf any fines, penalties and card brand assessments including fraud recoveries, operational reimbursements, non-cooperation costs and case management fees which become legally obliged to pay as a direct result of a first discovered by during the .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 4 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved will also pay on behalf.
agree to pay on behalf any reasonable sums necessarily incurred by , or on behalf, as a direct result of a first discovered by during the to:
a. gain access to 24/7 ;
b. engage with who will coordinate the initial response; c. obtain initial advice and consultancy from , including threat intelligence in relation to the ; and
d. obtain initial remote support and assistance from to respond to the .
agree to pay on behalf any reasonable sums necessarily incurred by , or on behalf, as a direct result of a which is first discovered by during the to:
a. obtain initial legal advice to determine notification obligations; b. notify any appropriate regulatory body, respond to and defend any and pay any fines and penalties imposed on as a direct result of the ;
c. engage with an external IT security consultant to identify the source and scope of the , contain and remove any malware discovered on and
conduct a forensic investigation of where reasonable and necessary or as required by law or a regulatory body (including a requirement for a PCI Forensic Investigator);
d. engage with a crisis communications consultant to obtain specific advice in direct relation to the ;
e. print and post appropriate notices for any individual affected by the or to send e-mail notices or issue substitute notices; and
f. provide credit monitoring services, identity monitoring services, identity restoration services or identity theft insurance as appropriate to affected individuals including setting up a call center to manage inbound and outbound calls in direct relation to the .
agree to reimburse for any ransom paid by , or on behalf, in response to an extortion demand first discovered by during the as a direct result of any threat to:
a. introduce malware, or the actual introduction of malware, including ransomware, into ;
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 5 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved b. prevent access to or data or any systems hosting
applications or data;
c. reveal confidential information or confidential information entrusted to ; or d. damage brand or reputation by posting false or misleading comments about on social media sites.
agree to reimburse for the additional cost of employing:
a. contract staff or overtime costs for to rebuild data, including the cost of data re-entry or data re-creation;
b. specialist consultants, including IT forensic consultants, to recover data; and c. specialist consultants or overtime costs for working within IT department to reconstitute to the position they were in immediately prior to the ;
reasonably and necessarily incurred as a direct result of a first discovered by during the .
agree to reimburse for and sustained during the
as a direct result of an interruption to caused by
downtime arising directly out of a which is first discovered by during the , provided that the downtime lasts longer than the .
also agree to reimburse for during the
as a direct result of the loss of current or future customers caused by damage to reputation as a result of a first discovered by during the . agree to pay on behalf any reasonable sums necessarily incurred to determine the amount of following an interruption to covered
under ( only). will only pay these costs where they are incurred with an independent expert agreed by the .
INSURING CLAUSE 3: CYBER CRIME
agree to reimburse for first discovered by during the as a direct result of any committing:
a. any unauthorized electronic transfer of funds from bank; b. theft of money or other financial assets from bank by electronic means; Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 6 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved c. theft of money or other financial assets from corporate credit cards by electronic means; or
d. any phishing, vishing or other social engineering attack against any or that results in the transfer of funds to an unintended . agree to reimburse the for (including compensation that the is legally obliged to pay) first discovered by during the as a direct result of the having to reimburse a for theft of the money or other financial assets from a bank account held in name on behalf of the , provided that the theft was committed by a by electronic means, including any phishing, vishing or other social engineering attack against .
agree to reimburse the in the event of fraudulent electronic communications or websites designed to impersonate the or any of products first discovered by during the , for directly attributable to:
a. reimbursing existing customers for their financial loss arising directly from the fraudulent communications, including fraudulent invoices manipulated to impersonate , where goods or services have not been provided to the customers by or on behalf; or
b. existing customers paying fraudulent invoices manipulated to impersonate , where goods or services have been provided to the customers by or on behalf, provided that the fraudulent electronic communications are as a direct result of a compromising the network security.
also agree to reimburse the for:
a. costs of creating and issuing a specific press release or establishing a specific website to advise current and prospective customers of these fraudulent communications; and b. external costs associated with the removal of those websites designed to impersonate the .
agree to reimburse for associated with the cost of unauthorized calls or unauthorized use of bandwidth first discovered by during the as a direct result of telephone system being hacked by a .
INSURING CLAUSE 4: COMMERCIAL GENERAL LIABILITY
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any arising out of or Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 7 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved in the course of business activities first occurring during the .
will also pay on behalf.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any arising out of or first occurring during the .
will also pay on behalf.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any arising out of or first occurring during the caused directly by any .
will also pay on behalf.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any arising out of to premises leased to, hired by, on loan to or held in trust by or otherwise in care, custody or control first occurring during the .
will also pay on behalf.
agree to pay for to a caused by an accident first
occurring during the in the course of , provided that:
a. the , at the time of the accident, is not entitled to benefits under any workers' compensation or disability benefits law or similar law; b. the are incurred and notified to within one year of the date of the accident; and
c. the submits to examination, at expense, by physicians of choice and as often as reasonably require.
will make these payments regardless of fault.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any first made against during the or any applicable optional extended reporting period arising out of any Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 8 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved act, error or omission committed by or on behalf in the of .
will also pay on behalf.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' ) as a result of any arising out of or occurring during the in the course of business
activities resulting from the use or operation by of any automobile that is not owned in whole or in part by the or licensed in the name of the . will also pay on behalf.
agree to pay on behalf all sums which become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any arising out of to an automobile leased to or hired by from a first occurring during the in the course of business activities.
will also pay on behalf.
INSURING CLAUSE 5: COMMERCIAL PROPERTY
agree to reimburse for any reasonable sums necessarily incurred to repair or rebuild as a direct result of damage to first occurring during the .
agree to reimburse for any reasonable sums necessarily incurred to repair or replace that have been lost or damaged at during the
.
agree to reimburse for any reasonable sums necessarily incurred to repair or replace , including laptops, mobile phones, cameras and other portable electronic equipment and tools that have been lost or damaged at or away from premises during the .
agree to reimburse for any reasonable sums necessarily incurred to repair or replace that has been lost or damaged during the .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 9 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved agree to reimburse for any reasonable sums necessarily incurred to repair or replace:
a. or in transit, including by parcel post and courier; b. or while at an exhibition site or in the custody of a sales representative;
c. materials, machinery and equipment that have been contracted by a to install, provided are legally liable for the materials, machinery and equipment and they are not left unattended for more than 30 consecutive days; and d. that have leased, rented, loaned or entrusted to a for up to a maximum period of 30 consecutive days;
that have been lost or damaged during the .
agree to reimburse for any reasonable sums necessarily incurred:
a. to make temporary repairs to, expedite permanent repairs for, or expedite permanent replacement of, or ;
b. to remove any debris;
c. to extract from land or water;
d. for professional services including architects, surveyors and engineers; e. to establish the value of the damage to or ;
f. to locate the source of any water or oil leak, including the repair of any subsequent damage as a direct result of locating the water or oil leak; g. for rental payments are legally obliged to pay during any period which are unusable;
h. for any fire department charges incur;
i. to re-charge fire extinguishing equipment;
j. for security guard services to temporarily safeguard damaged ; and k. for a ransom paid for information directly leading to a conviction for any act of arson; as a direct result of damage to or , or the loss of , occurring during the .
agree to reimburse for any reasonable sums necessarily incurred to repair or rebuild any additional premises acquired or constructed by during the , and to repair or replace at these premises, as a direct result of damage to the additional premises or first occurring during the provided that give written notice within 60 days of the acquisition or commencement of construction and agree to any additional and terms of coverage required by .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 10 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved agree to reimburse for the reasonable additional costs to repair or rebuild to the minimum standards required to comply with the current building regulations and laws as a direct result of damage to first occurring during the .
INSURING CLAUSE 6: BUSINESS INTERRUPTION
agree to reimburse for during the as a direct
result of an interruption to business activities caused by:
a. damage to or , other than damage causing failure in the supply of water, gas, electricity, telephone or internet to ;
b. damage to property within a 10 kilometer or 6 mile radius of which prevents access to ;
c. damage to the property of one of suppliers, other than a supplier of water, gas, electricity, telephone or internet; or
d. failure in the supply of water, gas, electricity, telephone or internet to for more than 24 consecutive hours as a direct result of damage to or the property of supplier of water, gas, electricity, telephone or internet; first occurring during the .
agree to reimburse for during the as a direct
result of a reduction in caused by damage to first occurring during the .
agree to reimburse for any reasonable sums over and above normal operating expenses incurred to:
a. mitigate an interruption to and continue business activities during the , provided that the costs are less than the expected had these measures not been taken; and
b. re-locate to alternative premises during the , if and agree that it is not practicable or reasonable for to repair or rebuild the damaged . agree to reimburse for during the as a direct
result of an interruption to business activities caused by damage to any additional premises acquired or constructed by during the , provided that give written notice within 60 days of the acquisition or commencement of construction and agree to any additional and terms of coverage required by .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 11 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved agree to reimburse for any reasonable sums necessarily incurred for professional fees to establish the value of as a direct result of an interruption to business activities.
INSURING CLAUSE 7: LOSS MITIGATION
In respect of , agree to reimburse for any reasonable costs necessarily incurred by with prior written agreement (which will not be unreasonably withheld) in respect of measures taken by to rectify any act, error or omission that resulted in a or may result in a for which would be entitled to indemnity under this Policy had these measures not been taken, provided that:
a. these rectification measures are taken for the sole purpose of mitigating the or avoiding a ; and
b. the costs in respect of these rectification measures taken by are less than the expected value of the .
will not make any payment under this Insuring Clause in respect of any costs that include any provision for:
a. salaries or other remuneration of ;
b. loss of profit;
c. normal operating expenses; or
d. goodwill payments or other amounts that are not contractually obliged to pay.
INSURING CLAUSE 8: COURT ATTENDANCE COSTS
agree to reimburse for any reasonable sums necessarily incurred by with prior written agreement (which will not be unreasonably withheld) to attend court or any tribunal, arbitration, adjudication, mediation or other hearing in connection with any claim for which are entitled to indemnity under this Policy.
INSURING CLAUSE 9: REPUTATION AND BRAND PROTECTION
agree to reimburse for any reasonable sums necessarily incurred with prior written agreement (which will not be unreasonably withheld) for the services of a public relations consultancy to avert or mitigate damage to reputation or brand as a direct result of any media report that names and publicizes an act or event that is the subject of a claim for which are entitled to indemnity under this Policy.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 12 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved The maximum amount payable by in respect of each Section and each Insuring Clause will not exceed the .
In respect of all coverages other than and , where any claim is covered under multiple Sections each Section will cover its part of the claim to the extent of the available . In the event any Section covering the claim is exhausted no other Section of the Policy covering the claim will provide additional cover. Regardless of how many Sections cover any claim only one overall will be available and this will be the highest of the Sections covering the claim. The available, other than the highest , under the Sections covering the claim will always be a part of and not in addition to the highest . For the purposes of this paragraph, , and will each be considered a Section.
In respect of all coverages other than and , where more than one claim under this Policy arises from the same original cause or single source or event, all of those claims will be deemed to be one claim and only one will be payable. may at any time pay to in connection with any the amount of the (after deduction of any amounts already paid). Upon that payment being made will relinquish the conduct and control of the and be under no further liability in connection with that except for the payment of incurred prior to the date of such payment (unless the is stated to be inclusive of ).
If are stated in the Declarations page to be in addition to the , or if the operation of local laws require to be paid in addition to the , and if a damages payment in excess of the has to be made to dispose of any , liability for will be in the same proportion as the bears to the total amount of the damages payment.
In respect of ( , , and only), the co-insurance percentage is 85%. This means that if, at the time of damage or loss, the amount insured for any is less than 85% of the total cost to repair, replace or rebuild or at that , the amount will pay will be reduced in the same proportion that the amount insured bears to the total cost to repair, replace or rebuild or .
Example for calculating under insurance:
a. Total cost to repair, replace or rebuild all of at building address 1 = $500,000;
b. 85% of $500,000 = $425,000;
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 13 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved c. Amount insured for at building address 1 = $400,000; d. Therefore if a $450,000 loss for damage to the at building address 1 occurs, would pay $360,000;
e. This has been calculated as the amount insured / total cost to repair, replace or rebuild the at building address 1 x the loss amount ($400,000 / $500,000 x $450,000 = $360,000).
If pay to replace or , will do so on a new for old
basis. However, for that are part of a pair or set, will pay the lower of the:
a. cost to repair or replace the pair or set; or
b. market value of the pair or set on the date of loss of or damage to the pair or set occurred, if repair or replacement is not possible.
will only be liable for that part of each and every claim which exceeds the amount of the . If any expenditure is incurred by which falls within the amount of the , then will reimburse that amount to upon request.
Where more than one claim under this Policy arises from the same original cause or single source or event all of those claims will be deemed to be one claim and only one will apply.
In respect of ( only), a single , and
will apply to each claim. Where the same original cause or single source or event causes more than one period of downtime these will be considered one period of downtime whose total duration is equal to the cumulative duration of each individual period of downtime
Where cover is provided under multiple Sections or multiple Insuring Clauses only one will apply to that claim and this will be the highest of the Sections under which cover is provided.
1. means
income that, had the incident which gave rise to the claim not occurred, would have been generated directly from (less sales tax) during the , less:
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 14 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved a. actual income (less sales tax) generated directly from during the ; and
b. any cost savings achieved as a direct result of the reduction in income.
2. means
a. advising , including their dependents and beneficiaries, in respect of ;
b. handling records in respect of ; and
c. effecting enrolment or termination of any participation in a plan included in .
3. means
a. oral or written publication of defamatory content;
b. oral or written publication of content that violates a person's right of privacy; or c. infringement of copyright, trade dress, slogan or a advertising idea; in advertising or promotional material.
4. means
the approved claims panel providers stated in the Declarations page.
5. means
death, bodily injury, mental injury, illness or disease.
6. means
a building address stated in the Commercial Property and Business Interruption Sub-limits Declarations page.
7. means
the business activities stated in the Declarations page.
8. means
a. a written demand for compensation;
b. a written request for a retraction or a correction;
c. a threat or initiation of a lawsuit; and
d. in respect of ( only) and ( only), a
;
made against .
9. means
the claims managers stated in the Declarations page.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 15 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
10. means
any with whom have a contract in place for the supply of in return for a fee, or where a fee would normally be expected to be paid
11. means
the company named as the Insured in the Declarations page or any .
12. means
all electronic computers including operating systems, software, hardware, microcontrollers and all communication and open system networks and any data or websites wheresoever hosted, off-line media libraries and data back-ups and mobile devices including but not limited to smartphones, iPhones, tablets or personal digital assistants.
13. means
a. ;
b. ; and
c. .
14. means
the or if have maintained uninterrupted insurance of the same type with , the date this insurance was first incepted with .
15. means
a. legal and professional expenses (including disbursements) reasonably incurred in the defense of or circumstances which could reasonably be expected to give rise to a or in quashing or challenging the scope of any injunction, subpoena or witness summons;
b. any post judgment interest; and
c. the cost of appeal, attachment and similar bonds including bail and penal bonds.
Subject to all costs and expenses being incurred with the ' prior written agreement (which will not be unreasonably withheld).
16. means
any actual or suspected:
a. unauthorized access to or electronic attack designed to damage, destroy, corrupt, overload, circumvent or otherwise impair the functionality of:
i. in respect of , used directly by ; and
ii. in respect of all other , any ;
including a denial of service attack, cyber terrorism, hacking attack, Trojan horse, phishing attack, man-in-the-middle attack, application-layer attack, compromised key attack, malware infection (including spyware or ransomware) or computer virus; or Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 16 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved b. .
" " does not mean .
17. means
the cyber incident response hotline stated in the Declarations page.
18. means
the cyber incident response team accessible on the .
19. means
any unauthorized access to or electronic attack on , carried out by or on behalf of a , that directly results in another becoming an .
20. means
the amount stated as the deductible in the Declarations page.
21. means
any type of earth movement, including earthquake, subsidence, landslide, erosion or the expansion or contraction of soil.
" " does not mean any sinkhole collapse.
22. means
any employee of the and any volunteer working for the . does not mean any or any individual working for the as
an independent contractor
23. means
the insurance, pension or other benefit programs.
24. means
the expiry date stated in the Declarations page.
25. means
reasonable sums necessarily incurred in addition to normal operating expenses to mitigate an interruption to and continue business activities, provided that the costs are less than expected had these measures not been taken.
26. means
a. surface water, underground water, waves, tides, tidal waves, tsunamis or overflow of any body of water;
b. mudslide or mudflow; or
c. water or sewerage from a backed up sewer, sump, septic tank or drain.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 17 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
27. means
items that:
a. the owns or is legally responsible for, other than and ; b. are used primarily in connection with ; and
c. are not permanently attached to a building, including:
i. improvements made to the by as a tenant or by a previous tenant who previously occupied the , including decorating, flooring, internal fixtures and fittings, aerials and satellite dishes;
ii. desktop computer hardware and ancillary equipment (including monitors, keyboards and printers);
iii. television, photocopying and telecommunications equipment; iv. valuable documents including plans and designs in paper format; v. heating oil contained in fixed tanks in the open at ; vi. refrigeration, ventilation, cooking, dishwashing and laundry appliances; vii. locks and keys, provided this is necessary to maintain the security of or safes;
viii. any trailer, provided that it was unattached from, being attached to, or being detached from, a motor vehicle when the damage occurred; and ix. outdoor signs located on the .
" " also means the personal belongings of any or visitor whilst at , provided they are not covered under any other insurance.
28. means
any that suffers a major detrimental impact on its:
a. ability to function; or
b. defence and security capabilities;
as a direct result of any unauthorized access to or electronic attack on , carried out by or on behalf of another .
29. means
the inception date stated in the Declarations page.
30. means
the period starting from:
a. in respect of ( only) and , the first occurrence of the downtime;
b. in respect of , the:
i. date the damage or prevention of access was first discovered; or Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 18 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved ii. initial 24 consecutive hours have no water, gas, electricity, telephone or internet services has passed;
and lasting for the indemnity period stated in the Declarations page.
31. means
any intellectual property right including, but not limited to, copyright, trademark, trade dilution, trade dress, design rights, domain name rights, moral rights, service mark or service name, but not including any patent.
32. means
if expressed in the Declarations page as:
a. "limit of liability" or "amount insured", the maximum amount payable by in respect of each claim; or
b. "aggregate limit of liability" or "aggregate amount insured", the maximum amount payable by in respect of all claims under this Policy.
33. means
any direct financial loss sustained by the .
34. means
reasonable and necessary expenses for:
a. first aid administered at the time of an accident;
b. medical, surgical, x-ray and dental services, including prosthetic devices; and c. ambulance, hospital, professional nursing and funeral services.
35. means
an actual or suspected unauthorized disclosure of payment card data stored or processed by arising out of an electronic attack, accidental disclosure or the deliberate actions of a rogue .
" " does not mean a situation where payment card data is deliberately shared with or sold to a with the knowledge and consent of a .
36. means
the period between the and the or until the Policy is canceled in accordance with .
37. means
a. false arrest, detention or imprisonment;
b. malicious prosecution; or
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 19 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved c. wrongful entry into, or eviction of a person from, a room, dwelling or premises that the person occupies.
38. means
any individual placed by on a temporary or permanent basis with a .
39. means
any solid, liquid, gaseous, radiological or thermal irritant, toxic or hazardous substance, or contaminant including, but not limited to smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste materials, including recycled, reconditioned or reclaimed materials.
40. means
the discharge, dispersal, release, migration, seepage or escape of .
41. means
items that the owns or is legally responsible for that are used primarily in connection with and designed to be portable, regardless of whether use these as portable items, including laptops, mobile phones, electronic tablets, cameras, tools and video, photographic, surveying and portable telecommunications equipment.
" " does not mean .
42. means
a. the building, including any foundations of the building or structure; b. any completed extension to the building;
c. any permanently installed machinery and equipment;
d. any permanently attached fixtures and fittings;
e. landlord's fixtures and fittings;
f. retaining walls, outdoor walls, gates, fences, yards, car parks, roadways and pavements; g. trees, shrubs, plants and lawns;
h. piping, ducting, cables, wires and accessories extending to the public mains that are responsible for; and
i. fixed glass in windows, doors, skylights, mirrors fixed to the building, glass showcases and shelves fixed to the building, sanitary fixtures and fittings and other fixed glass; at the .
43. means
the amount stated as the premium in the Declarations page and any subsequent adjustments.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 20 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
44. means
an actual or suspected unauthorized disclosure of information arising out of an electronic attack, accidental disclosure, theft or the deliberate actions of a rogue or , including Personally Identifiable Information (PII), Protected Health Information (PHI) and payment card information.
" " does not mean a situation where information is deliberately shared with or sold to a with the knowledge and consent of a .
45. means
any tangible property, after it has left care, custody or control, that has been manufactured, distributed or installed by or on behalf.
46. means
direct physical damage to, destruction of, loss of possession or loss of use of tangible property.
47. means
a formal hearing, official investigation, examination, inquiry, legal action or any other similar proceeding initiated by a governmental, regulatory, law enforcement, professional or statutory body against .
48. means
a. the anticipated gross rental income from tenant occupancy of ; b. the amount of all charges which are the legal obligation of the tenants, which would otherwise be obligation; and
c. the fair rental value of any portion of which is occupied by .
49. means
the period starting from when the is first discovered and lasting for the period stated as the reputational harm period in the Declarations page.
50. means
the retroactive date stated in the Declarations page.
51. means
board members, C-level executives, in-house lawyers and risk managers of the .
52. means
sovereign state.
53. means
a. stock;
b. samples;
c. merchandise goods; and
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 21 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved d. goods held in trust;
whilst at or at the of supply chain partner provided those are stated in the Commercial Property and Business Interruption Sub-limits Declarations page and are legally responsible for the stock whilst located at those premises.
“ ” also means stock that has been sold by to a on a deferred payment plan, however, the maximum amount will pay is the or an amount equal to any unpaid balance, whichever is less.
54. means
any entity which the has majority ownership of, meaning more than 50% ownership, on or before the .
55. means
any:
a. unintentional human error in entering, processing or amending electronic data within any or in the upgrading, maintenance or configuration of any ; or
b. application bug, internal network failure, external network failure or hardware failure directly impacting any which renders them incapable of
supporting their normal business function;
that does not arise directly or indirectly out of any .
56. means
any person who is not an or is not or a legal entity that is not the .
57. means
the number of hours stated as the waiting period in the Declarations page.
58. means
any physical:
a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or b. action taken in controlling, preventing, suppressing or in any way relating to a. above.
59. means
the underwriters stated in the Declarations page.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 22 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
60. means
any contractually due fee that refuses to pay , but excluding any part of the fee that represents profit or mark-up or liability for taxes.
61. means
a. the ;
b. any past, present or future solely acting in the normal course of the ;
c. the estates, heirs, legal representatives or assigns of any in the event of their death, incapacity, insolvency or bankruptcy but only with respect to any act, error or omission committed or alleged to have been committed by the while acting in their capacity as ; and
d. the parent, spouse, domestic partner, civil partner or child of any but only in respect of any made against them by reason of:
i. their status as parent, spouse, domestic partner, civil partner or child of the ; or
ii. their ownership or interest in property which the claimant seeks as recovery for an alleged act, error or omission committed by the while acting in their capacity as .
will not make any payment under this Policy:
EXCLUSIONS RELATING TO PROFESSIONAL LIABILITY
In respect of only:
1. arising directly or indirectly out of any transfer of funds or financial assets to an unintended as a result of any phishing, vishing or other social engineering attack.
EXCLUSIONS RELATING TO CYBER AND PRIVACY
In respect of only:
2. which results in being in a better financial position or benefitting from upgraded versions of as a direct result of the event which gave rise to the claim under this policy.
However, in the event of a hacking attack, malware infection or computer virus, when rebuilding will pay the additional costs and expenses incurred to install a more secure and efficient version of the affected , provided that the Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 23 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved maximum amount will pay is 25% more than the cost that would have been incurred to repair or replace the original model or license. Under no circumstances will pay the cost of acquiring or installing which did not form a part of
immediately prior to the incident which gave rise to the claim.
3. for any tangible property repair or replacement including the cost of repairing any hardware or replacing any tangible property or equipment that forms part of .
However, where repairing or replacing hardware or tangible property or equipment is a more practical and cost effective solution than installing new firmware or software onto existing components, will pay the costs required to do so.
4. arising directly or indirectly out of any actual or alleged eavesdropping, wiretapping, or unauthorized audio or video recording committed by or by a on behalf with the knowledge and consent of .
In respect of and :
5. for that part of any that constitutes actual or alleged liability to a , or legal costs in the defense of any , including customer compensation.
EXCLUSIONS RELATING TO CYBER CRIME
In respect of only:
6. for theft of money or other financial assets belonging to a from a bank account held in name on behalf of that .
However, this Exclusion will not apply to ( only).
EXCLUSIONS RELATING TO COMMERCIAL GENERAL LIABILITY
In respect of only:
7. for the cost to repair or replace, including any ensuing financial loss:
a. that part of any property that has been damaged by , or a operating on behalf, during its construction, distribution or installation; b. that part of any property as a direct result of faulty workmanship by , or a operating on behalf, during its construction or installation; or Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 24 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved c. any undamaged property that contains any , unless the which the property contains has been damaged as a direct result of a sudden, unintended and unexpected incident after it has left care, custody or control.
8. arising directly or indirectly out of financial loss, other than financial loss directly resulting from , , or .
9. arising directly or indirectly from damage by any description to land or water within or below the boundaries of any land or premises presently or at any time previously owned or leased by or otherwise in care, custody or control.
10. arising directly or indirectly out of any or caused:
a. whilst driving an automobile which has been on hire from or leased to by a for more than 30 consecutive days; or
b. by any trailer attached to an automobile stated in a. above.
11. arising directly or indirectly from the ownership, possession or use by , or on behalf, of any:
a. watercraft, other than any hovercraft, in excess of 10 meters in length; or b. aircraft, drone, hovercraft, offshore installation, offshore rig or offshore platform.
12. arising directly or indirectly out of or caused or sustained by any .
13. arising directly or indirectly out of to property which is in care, custody or control.
However, this Exclusion will not apply to ( , and only).
In respect of :
14. arising directly or indirectly out of any advertisement that was first published prior to the .
In respect of :
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 25 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
15. arising directly or indirectly out of failure to comply with the mandatory provisions of any law concerning workers' compensation, unemployment insurance, social security, disability benefits or pension benefits.
16. arising directly or indirectly from advice given to any person to participate or not to participate in any plan included in or the failure of any investment to perform as represented by .
EXCLUSIONS RELATING TO COMMERCIAL PROPERTY
In respect of only:
17. for the costs to repair, replace or rebuild:
a. works of art and precious metals;
b. patterns, models, molds, plans and designs;
c. cash, bank and currency notes, checks, bankers drafts, share and bond certificates; or d. land or growing crops.
18. arising directly or indirectly out of theft of from any vehicle, unless the vehicle was locked at the time the theft occurred and there are signs of forced entry.
EXCLUSIONS RELATING TO ALL INSURING CLAUSES
19. arising directly or indirectly out of .
However, this Exclusion will not apply to ( only).
20. for or arising out of any actual or alleged antitrust violation, restraint of trade, unfair competition, false, deceptive or unfair trade practices, violation of consumer protection laws or false or deceptive advertising other than:
a. where specifically covered under and for which have
purchased cover; or
b. any covered portion of any based on alleged unauthorized use of a trademark.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 26 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
21. arising directly or indirectly out of the manufacturing, mining, use, sale, installation, removal, distribution of or exposure to asbestos, materials or products containing asbestos or asbestos fibers or asbestos dust.
However, this Exclusion will not apply to .
22. a. in respect of any made by any company, firm or partnership in which the has greater than a 15% executive or financial interest, unless the emanates from an independent ;
b. in respect of any made by any company, firm, partnership or individual which has greater than a 15% executive or financial interest in the , unless the emanates from an independent ;
c. arising out of or resulting from any of activities as a trustee, partner, officer, director or employee of any employee trust, charitable organization, corporation, company or business other than that of the ; or
d. in respect of any made by or on behalf of the against a .
23. arising directly or indirectly from the ownership, possession or use of any motor vehicle or trailer other than or :
a. caused by the use of any tool or equipment forming part of or attached to or used in connection with any motor vehicle or trailer;
b. occurring beyond the limits of any carriageway or thoroughfare and caused by the loading or unloading of any motor vehicle or trailer;
c. arising out of the use of any motor vehicle or trailer temporarily in custody or control for the purpose of parking; or
d. occurring beyond the limits of any carriageway or thoroughfare and caused by the use of any unlicensed vehicle, including but not limited to snowmobiles and all-terrain vehicles, in the course of business activities;
provided always that will not make any payment in respect of any legal liability for which compulsory insurance or security is required by legislation or for which a government or other authority has accepted responsibility.
However, this Exclusion will not apply to ( and only).
24. in respect of and , arising directly or indirectly out of .
However, this Exclusion will not apply to:
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 27 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved a. ( only); and
b. ( only) and ( only) for any as a
direct result of mental injury or emotional distress.
25. arising directly out of any breach of contract.
However, this Exclusion will not apply to:
a. ( , and only) and ( only); or
b. ( only) if liability would have attached in the absence of that contract.
26. in respect of and , arising:
a. directly or indirectly out of or , except for:
i. ensuing financial loss or property damage which results directly from fire, explosion, smoke or leakage from fire protective equipment; or ii. ensuing property damage while in transit;
b. directly out of windstorm or hail, regardless of any other cause or event that contributes concurrently or in any sequence to the financial loss or property damage; or
c. directly or indirectly out of rain, snow, sand or dust, whether driven by wind or not, if that financial loss or property damage would not have occurred but for the windstorm or hail.
27. for any credit card company or bank, wholly or partially, reversing or preventing a payment transaction.
However, this Exclusion will not apply to ( only).
28. arising directly or indirectly out of any actual or alleged failure to obtain consent or agreement from any private individual before collecting, storing or processing any of their personal information, including personally identifiable information (PII), internet search history and internet browsing habits.
29. in respect of , and , arising directly or indirectly out of, or in any way relating to any actual, threat or fear of any pathogen or disease, including any virus, bacterium, parasite or variation of these, which can be transmitted by any means directly or Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 28 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved indirectly from any organism to another organism and can cause, or have the potential to cause:
a. damage to human health or welfare; or
b. physical damage or destruction to tangible property, including the deterioration, loss of use or reduction in value or marketability of the tangible property.
30. in respect of and , arising directly from a failure, material degradation or termination of any core element of the internet, telecommunications or GPS infrastructure that results in a regional, countrywide or global outage of the internet or core telecommunications network, including a failure of the core DNS root servers, satellite network or the IP addressing system or an individual state or non-state actor turning off all or part of the internet.
31. arising directly or indirectly out of any .
However, this Exclusion will not apply to and .
32. arising directly or indirectly out of defamation.
However, this Exclusion will not apply to and ( only).
33. arising out of any personal liability incurred by when they are acting in that capacity or managing , or arising from any statement, representation or information regarding business contained within any accounts, reports or financial statements.
34. in respect of and , arising directly or indirectly from the suspension, cancellation, revocation or failure to renew any of domain names or uniform resource locators.
35. in respect of and , for:
a. any costs incurred to retrieve, restore, rebuild or recover any electronic data or application, including any costs to reconstitute any electronic data or application; b. the actual value of any electronic data or application; or Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 29 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved c. that part of any arising out of, or attributable to in any way, the loss, the loss of use, reduction in functionality, damage or corruption of any electronic data or application.
36. arising directly or indirectly out of to .
37. arising directly or indirectly out of any:
a. employer-employee relations, policies or practices;
b. actual or alleged refusal to employ any person;
c. actual or alleged breach by any or of any term or condition of any express or implied contract between them and any past employer of theirs, including breaching any restrictive covenant, covenant not to compete, nondisparagement agreement, confidentiality agreement or non-solicitation agreement; or
d. actual or alleged conduct by that defames, libels, slanders, disparages or harasses any past employer of any or interferes with any past,
present or prospective employment or contractual relationship between any or and any past employer of theirs.
38. in respect of and , arising directly from the breakdown, explosion or collapse of any electrical or mechanical equipment including air conditioning, refrigeration, boiler, computer and communication equipment.
39. based upon the Employment Retirement Income Security Act of 1974, and any amendment thereto, or any rules or regulations promulgated thereunder.
40. in respect of and , arising directly or indirectly out of:
a. wear and tear, an inherent defect, rot, vermin, infestation, ground heave, subsidence, landslip or any other gradually operating cause;
b. frost, other than property damage due to water leaking from burst pipes forming part of the permanent internal plumbing provided the are occupied and in use; c. any voluntary parting with, or transfer of, or , if induced to do so by fraud or misrepresentation; or
d. any unexplained loss or mysterious disappearance.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 30 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
41. arising out of or relating directly or indirectly to insolvency or bankruptcy, or the insolvency or bankruptcy of any . However, insolvency will not relieve of any of legal obligations under this contract of insurance where this insolvency does not give rise to a claim under this Policy.
42. arising directly or indirectly out of any infringement of .
However, this Exclusion will not apply to ( only) or
( only).
43. arising out of any actual or suspected , or circumstance which might give rise to a claim under this Policy which a was aware of, or ought reasonably to have been aware of, prior to the , including any claim or circumstance notified to any other insurer.
44. where any legal action is brought outside the legal action territories stated in the Declarations page, or where an action is brought within those territories to enforce a judgment outside of those territories whether by way of reciprocal agreement or otherwise.
45. for liquidated damages or service credits, or arising out of penalty clauses unless would have been liable in the absence of any contract stipulating the liquidated damages or service credits or penalty clauses.
46. for the reduction in economic or market value (including loss of potential future sales) of any of intellectual property assets.
47. arising directly or indirectly from any advertisement, promotion or product description that is actually or alleged to be false or misleading.
However, this Exclusion will not apply to ( only) and
( only).
48. arising directly or indirectly from or contributed to by:
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 31 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved a. ionizing radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel; or
b. the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component.
49. for which are entitled to indemnity under any other insurance except for:
a. any additional sum which is payable over and above the other insurance where that insurance has been declared to ; or
b. any contribution that are obliged to make by law and that contribution will be in proportion to the indemnity available under the policies.
50. arising directly or indirectly out of the actual or alleged infringement or inducement of infringement of any patent, including any application for a patent that has not yet been granted.
51. for fines, penalties and card brand assessments, including fraud recoveries, operational reimbursements, non-cooperation costs and case management fees which become legally obliged to pay acquiring bank or payment processor as a direct result of a .
However, this Exclusion will not apply to ( only).
52. arising directly or indirectly out of .
However, this Exclusion will not apply to ( only).
53. in respect of any action brought against any past, present or future , unless arising directly out of work performed for the .
54. arising directly or indirectly out of the manufacturing, mining, use, sale, installation, removal, distribution of or exposure to any per- and polyfluoroalkyl substances (PFAS) by whatever name designated, including any materials or products containing these substances.
55. arising directly or indirectly out of .
However, this Exclusion will not apply to and .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 32 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
56. in respect of and , arising directly or indirectly from any:
a. failure in the power supply, including that caused by any surge or spike in voltage, electrical current or transferred energy; or
b. failure, disruption or reduction in the supply of utilities, including but not limited to gas and water infrastructure or services.
57. for the costs to withdraw, recall, dispose, remove, repair, adjust, alter, recondition, replace, reinstate any or part of a .
58. arising directly out of any or caused directly by any .
However, this Exclusion will not apply to ( only).
59. arising directly or indirectly from carrying out, or failing to carry out, professional services for a fee or any act, error or omission relating to a professional service.
However, this Exclusion will not apply to .
60. arising directly or indirectly out of any projects for which have purchased project specific insurance.
61. in respect of , and , arising directly or indirectly out of .
However, this Exclusion will not apply to ( only).
62. in respect of and , arising directly or indirectly out of any fire, earthquake or earth movement of any kind, flood, hail, hurricane, lightning strike, solar storm, tornado, tsunami, volcano, wildfire or windstorm.
63. in respect of and , for contracted salary and bonus costs paid to .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 33 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
64. arising directly or indirectly out of any actual or alleged misappropriation, unauthorized use or disclosure by any or of any idea, trade secret or other confidential business information which they were a party to or which they otherwise had possession of prior to the:
a. being employed by the ; or
b. being placed with a .
However, this Exclusion will not apply to ( only) solely in respect of any arising out of any actual or suspected electronic attack or unauthorized system access by any .
65. in respect of and ( only), arising out of any act, error or omission committed or alleged to have been committed on or before the , or any related or continuing acts, errors or omissions where the act, error or omission was first committed or alleged to have been first committed on or before the .
66. for any actual or alleged violations of the Racketeer Influenced and Corrupt Organization Act and any subsequent amendments to this Act.
67. for any actual or alleged violation of any laws or regulations relating to the offer or sale of securities.
68. arising from an order by a public or government authority which deprives of the use or value of property or arising from acts of contraband or illegal transportation or illegal trade.
69. in respect of and , arising directly or indirectly out of any .
However, this Exclusion will not apply to fire or explosion directly caused by any , unless the is directly or indirectly caused by any .
70. arising directly or indirectly out of:
a. any act or threat of force or violence by an individual or group, whether acting alone or on behalf of or in connection with any organization or government, committed for Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 34 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved political, religious, ideological or similar purposes including the intention to influence any government or to put the public, or any section of the public, in fear; or b. any action taken in controlling, preventing, suppressing or in any way relating to a. above.
However, this Exclusion does not apply to a affecting .
71. arising directly or indirectly from the toxic properties of any fungus, mold, mildew or yeast.
However, this Exclusion will not apply to .
72. arising directly or indirectly out of any trading losses or trading liabilities incurred by , or any loss of profit arising from the loss of any , account or business.
73. for fines, penalties, civil or criminal sanctions or multiple, punitive or exemplary damages, unless insurable by law.
74. for that part of any that results in being in a better financial position as a direct result of act, error or omission than would have been if had not committed the act, error or omission.
However, this Exclusion will not apply to any refund of any fee, other than the part of the fee that represents profit or mark-up or liability for taxes.
75. arising directly or indirectly out of the placement by of any forklift truck driver who drives or operates any forklift they are not formally licensed or otherwise qualified to drive or operate.
76. arising directly or indirectly from any actual or alleged violation of:
a. the CAN-SPAM Act of 2003 or any subsequent amendments to that Act; b. the Telephone Consumer Protection Act (TCPA) of 1991 or any subsequent amendments to that Act; or
c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device.
However, this Exclusion will not apply to ( only).
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 35 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
77. in respect of and , resulting from left vacant for more than 60 consecutive days.
78. arising directly or indirectly out of:
a. ; or
b. .
However, part b. above will not apply to:
a. ( only); and
b. that part of any claim relating to any which are physically located outside of an .
79. arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of website content.
80. arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a as determined by final adjudication, arbitral tribunal or written admission.
1. If any becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policy must:
a. notify the as soon as is reasonably practicable (in respect of cyber incidents, a telephone call to will constitute
notification). However, this notification must be made no later than the end of any applicable extended reporting period;
b. in respect of ( only), and , report the theft or
incident as soon as is reasonably practicable to the appropriate law enforcement authorities and provide with a copy of this report on request; and c. not admit liability for or settle or make or promise any payment or incur any without prior written agreement (which will not be unreasonably withheld).
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 36 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved In respect of and ( only), if notify an incident that
agree is reasonably expected to give rise to a , will accept any that arises out of the incident as being notified under this Policy.
require to provide full details of the incident, including but not limited to:
a. the time, place and nature of the incident;
b. the manner in which first became aware of this incident; c. the reasons why believe that this incident could give rise to a claim under this Policy;
d. the identity of the potential claimant; and
e. an indication as to the size of the claim that could result from this incident.
In respect of and , if discover a may only incur
costs without prior written consent within the first 72 hours following the discovery and any costs incurred must be with a company forming part of the . All other costs may only be incurred with the prior written consent of the (which will not be unreasonably withheld).
2. will indemnify any as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a arising solely out of an act committed by , provided that:
a. contracted in writing to indemnify the for the prior to it first being made against them; and
b. had the been made against , then would be entitled to indemnity under this Policy.
Before indemnify any additional insured they must:
a. prove to that the arose solely out of an act committed by ; and b. fully comply with as if they were .
Where indemnify a as an additional insured under this Policy, this Policy will be primary and non-contributory to the own insurance, but only if and the have entered into a contract that contains a provision requiring this.
Where a is treated as an additional insured as a result of this Condition, any made by that against will be treated by as if they were a and not as an insured.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 37 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
3. have the right and duty to take control of and conduct in name the investigation, settlement or defense of any . will not have any duty to pay for any part of a that is not covered by this Policy.
may ask the to consider appointing own lawyer to defend the on behalf and the may grant request if they consider
lawyer is suitably qualified by experience, taking into account the subject matter of the , and the cost to provide a defense.
will endeavor to settle any through negotiation, mediation or some other form of alternative dispute resolution and will pay on behalf the amount agree with the claimant. If cannot settle using these means, will pay the amount which are found liable to pay either in court or through arbitration proceedings, subject to the . will not settle any without consent. If refuse to provide consent to a settlement recommended by and elect to continue legal proceedings in connection with the , any further incurred will be paid by . As a consequence of refusal, liability for the will not be more than the amount for which the could have been settled had consented, plus any incurred prior to the date of refusal.
4. agree that all statements made by in the application form, including any renewal application form, and any supplemental materials have supplied in support of the application for insurance, are agreements and representations to and the Policy is issued in reliance upon that information. The misrepresentation or non-disclosure of any matter by or agent will render this Policy null and void and relieve from all liability under this Policy.
5. Following an interruption to business activities covered under ( only) or , must provide with calculation of the loss including:
a. how the loss has been calculated and what assumptions have been made; and b. supporting documents including account statements, sales projections and invoices.
6. This Policy may be canceled with 30 days written notice by either or .
If give notice of cancellation, the return will be in proportion to the number of days that the Policy is in effect. However, if have made a claim under this Policy there will be no return .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 38 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved If give notice of cancellation, the return will be in proportion to the number of days that the Policy is in effect.
also reserve the right of cancellation in the event that any amount due to by remains unpaid more than 60 days beyond the . If exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued.
The Policy Administration Fee will be deemed fully earned upon inception of the Policy.
7. In respect of , in the event that the amount insured is partially reduced or totally exhausted due to the payment of a claim as a result of damage to or , the amount insured will be automatically reinstated, provided:
a. do not give written notice within 30 days of the notification of damage stating otherwise;
b. where the amount of loss, net of the applicable , exceeds $20,000 pay an additional as advised by ; and
c. agree to any other risk management conditions requested by .
8. In respect of and ( only), if during the period of a previous renewal of this Policy neglected, through error or oversight only, to report to an incident that might give rise to a , then provided have maintained uninterrupted insurance of the same type with since expiry of the previous renewal of this Policy, will permit the incident to be reported to under this Policy and will indemnify under this Policy in respect of any that arises out of the incident, provided:
a. the indemnity will be subject to the applicable limit of liability of the previous renewal of this Policy under which the incident should have been reported to or the applicable , whichever is the lower;
b. may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c. the indemnity will be subject to all other terms and conditions of this Policy. require to provide full details of the incident, including but not limited to:
a. the time, place and nature of the incident;
b. the manner in which first became aware of this incident; c. reasons why believe that this incident could give rise to a ; d. the identity of the potential claimant; and
e. an indication as to the size of the that could result from this incident.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 39 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved For the avoidance of doubt, this Condition only applies to incidents that might give rise to a .
9. In respect of only, where there is more than one entity insured under this Policy, and subject to the , any made by one insured entity against another insured entity will be treated as if they are a and knowledge possessed by one insured entity will not be imputed to any other insured entity.
10. All disputes or differences between and will be referred to mediation or arbitration and will take place in the country of registration of the company named as the insured in the Declarations page.
In respect of any arbitration proceeding will follow the applicable rules of the arbitration association in the country where the company stated as the insured in the Declarations page is registered, the rules of which are deemed incorporated into this Policy by reference to this Condition. Unless the applicable arbitration association rules state otherwise, a single arbitrator will be appointed who will be mutually agreed between and . If and cannot agree on a suitable appointment then will refer the appointment to the applicable arbitration association.
Each party will bear its own fees and costs in connection with any mediation or arbitration proceeding but the fees and expenses of the arbitrator will be shared equally between and unless the arbitration award provides otherwise.
Nothing in this Condition is intended to remove rights under . However, if a determination is made in any mediation or arbitration proceeding, is intended only as an aid to enforce this determination.
11. In respect of , will at own expense take all practicable steps during the to:
a. prevent loss of or damage to or , including taking practicable steps to reduce the risk of theft of whilst in any vehicle by keeping them out of sight;
b. maintain or in a proper state of maintenance and repair; and c. take all reasonable steps to observe and comply with any applicable laws, obligations or requirements.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 40 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
12. If make a claim under this Policy for loss of , must reasonably establish how and when the incident took place.
13. An extended reporting period of 60 days following the will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy:
a. in respect of and ( only), any first made
against during the and reported to during this extended reporting period;
b. in respect of and , any or first discovered by
during the and reported to during this extended reporting period; and
c. any circumstance that a became aware of during the
and reports to during this extended reporting period.
No claim will be accepted by in this 60 day extended reporting period if are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted.
14. If or decline to renew or cancel this Policy then will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non-renewal date.
This optional extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy:
a. in respect of and ( only), any first made
against and reported to during this optional extended reporting period, provided that the arises out of any act, error or omission committed prior to the date of cancellation or non-renewal; and
b. in respect of and , any or first discovered by
during this optional extended reporting period, provided that the or first occurred during the .
If would like to purchase the optional extended reporting period must notify and pay the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non-renewal.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 41 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved The right to the optional extended reporting period will not be available to where cancellation or non-renewal by is due to non-payment of the or failure to pay any amounts in excess of the applicable or within the amount of the applicable as is required by this Policy in the payment of claims.
At the renewal of this Policy, quotation of different , , limits of liability or changes in policy language will not constitute non-renewal by .
15. If it is determined by final adjudication, arbitral tribunal or written admission by , that notified of any claim knowing it to be false or fraudulent in any way, will have no responsibility to pay that claim, may recover from any sums paid in respect of that claim and reserve the right to terminate this Policy from the date of the fraudulent act. If exercise this right, will not be liable to return any to . However, this will not affect any non-fraudulent claim under this Policy which has been previously notified to .
16. It is a condition precedent to indemnity under ( and only) that all who operate an automobile in the course of business activities will maintain in full force and effect for the primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If make a under ( and only) and the has failed to meet these
requirements then this Policy will only respond to provide excess coverage as though the requirements had been met, whereby agree to pay all sums within and up to the required minimum limit.
17. If acquire an entity during the whose annual revenue does not exceed 20% of the annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a .
If acquire an entity during the whose annual revenue exceeds 20% of the annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a for 45 days. will consider providing cover for the acquired entity after the period of 45 days if:
a. give full details of the entity within 45 days of its acquisition; and b. accept any amendment to the terms and conditions of this Policy and agree to pay any additional required by .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 42 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved In the event do not comply with a. and b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition.
Cover for any acquired entity is only provided under this Policy for any act, error or omission committed or alleged to have been committed on or after the date of its acquisition.
No cover will be automatically provided under this Policy for any acquired entity:
a. whose business activities are materially different from business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or
c. that has experienced a in the 3 years period prior to its acquisition, if have purchased or and the cost more than the
highest of or .
No cover will be provided under this Policy for premises or owned by any acquired entity prior to the date of acquisition.
If during the consolidate, merge with or are acquired by another entity then cover under this Policy will continue to apply but only in respect of any act, error or omission committed or alleged to have been committed prior to the effective date of the consolidation, merger or acquisition.
18. If make any payment under this Policy and have any right of recovery against a in respect of this payment, then will maintain this right of recovery. will do whatever is reasonably necessary to secure this right and will not do anything after the event which gave rise to the claim to prejudice this right.
will not exercise any rights of recovery against any , unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by the .
Any recoveries will be applied as follows:
a. towards any recovery expenses incurred by ;
b. then to up to the amount of payment under this Policy, including ;
c. then to as recovery of .
19. Should an entity cease to be a after the , cover in respect of the entity will continue as if it was still a during the , but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a .
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 43 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved
20. Any notification transmitted by or on behalf must be done with prior written consent. will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with prior written consent which will only be provided if the offer is commensurate with the risk of harm. will not be liable for any portion of the costs incur under ( only) that exceed the costs that would have incurred had gained prior written consent. In the absence of prior written consent will only be liable to pay the equivalent cost of a notification made using the most cost effective means permissible under the governing law.
21. It is a condition under this Policy that the provision of cover, the payment of any claim and the provision of any benefit will be suspended, to the extent that the provision of the cover, payment of the claim or provision of the benefit would expose to any sanction, prohibition or restriction under the United Nations resolutions or the trade or economic sanctions, laws or regulations of Australia, Canada, the European Union, United Kingdom or United States of America. The suspension will continue until such time would no longer be exposed to the sanction, prohibition or restriction.
22. Notwithstanding , agree to waive rights of recovery against any if, prior to the claim or incident which reasonably expected to give rise to a claim, entered into a contract that contains a provision requiring to do this.
23. In the event of a dispute between and regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. agree, at request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America.
Nothing in this Condition constitutes or should be understood to constitute a waiver of rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America.
It is further agreed that service of process in such suit may be made upon the representative stated in the Declarations page and that in any suit instituted against , will abide by the final decision of such court or of any appellate court in the event of an appeal. The Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 44 CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority ©1999-2025 CFC Underwriting Limited, All Rights Reserved representative stated in the Declarations page is authorized and directed to accept service of process on behalf in any such suit and, at request, to give a written undertaking to that they will enter a general appearance on behalf in the event such suit is instituted.
Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by arising out of this Policy. The representative stated in the Declarations page is hereby designated as the person to whom the above mentioned officer is authorized to mail such process or a copy thereof.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 CA-7212(10-98) Page 1 of 1
BLANKET ADDITIONAL INSURED - PRIMARY CA-7212(10-98)
This endorsement modifies insurance provided under
the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
1. Who Is an Insured under Section II - Liability
Coverage is amended to include any person or organization you are required to add as an additional insured on this policy under a written contract or
agreement currently in effect or becoming effective
during the term of the policy, provided that a certificate of insurance showing that person or organization as additional insured has been issued.
2. The insurance provided by this endorsement applies only with respect to liability arising out of operations performed for the additional insured by you.
3. The coverage provided by this endorsement will
be primary and noncontributory with respect to any
other coverage available to the additional insured.
4. The Limits of Insurance applicable to the additional insured are those specified in the written contract or agreement or in the Declarations for this Coverage Form, whichever is less. These Limits of
Insurance are inclusive and not in addition to the
Limits of Insurance shown in the Declarations.
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 CA-7214(10-98) Page 1 of 1
ADDITIONAL INSURED - AUTOMATIC STATUS WHEN REQUIRED IN CA-7214(10-98)
WRITTEN AGREEMENT WITH YOU - PRIMARY
This endorsement modifies insurance provided under
the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
1. Who Is an Insured under Section II - Liability
Coverage is amended to include any person or
organization with whom you have agreed in writing in
a contract or agreement that such person or
organization be added as an additional insured on
your policy. Such persons or organizations are additional insureds only with respect to liability arising out of operations performed for the additional insured
by you.
2. The coverage provided by this endorsement will
be primary and noncontributory with respect to any
other coverage available to the additional insured.
3. The Limits of Insurance applicable to the
additional insured are those specified in the written
con- tract or agreement or in the Declarations for this Coverage Form, whichever is less. These Limits of
Insurance are inclusive and not in addition to the
Limits of Insurance shown in the Declarations.
Includes copyrighted material of Insurance Services Office, Inc., with its permission.
Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9 Docusign Envelope ID: 97712E2E-E2C1-891A-82C4-AE718BE62E90 Docusign Envelope ID: F80AEBD3-1559-8090-836D-0BB2BEBB83F9