Goleta City Council
June 6, 2023

Project Name: Financial Consulting Services

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND

RUSS BRANSON CONSULTING

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as “AGREEMENT”) is made and entered into this ________ day of February, 2021, by and between the CITY OF GOLETA, a municipal corporation (herein referred to as " CITY"), and RUSS BRANSON CONSULTING , Sole Propriet or (herein referred to as "CONSULTANT").

WHEREAS, the CITY has a need for professional financial consulting services to develop an independent analysis of the City of Goleta ’s tax sharing agreement with Santa Barbara County; and
WHEREAS, the CITY does not have the personnel available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and
WHEREAS, the CONSULTANT was selected based on expertise and capable of providing the services agreed to herein and are sufficiently familiar with the needs of the CITY; and
WHEREAS, the City Manager approved this AGREEMENT pursuant to Goleta Municipal Code section 3.05.070.

CITY and CONSULTANT agree as follows:

1. RETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualifications, experience, and facilities to proper ly and timely perform said services.

2. DESCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:

Professional Financial Consulting Services in conjunction with developing an independent analysis of the City of Goleta’s tax sharing agreement with Santa Barbara County as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 12th
2021-015
139
City of Goleta
City Manager’s Office and Russ Branson Consulting

CONSULTANT shall deliv er to CITY the deliverables defined in Exhibit “A.”

3. COMPENSATION AND PAYMENT
(a) Maximum and Rate . The total com pensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEE D the sum of $20,000 (herein "not to ex ceed amount"), and shall be earned as the w ork progresses on the following basis:
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classificatio n). All payments shall be made within 30 da ys after CITY’s approval of the invoice.

4. EXTRA SERVICES
CITY shall pay CONSULTANT for those CITY authorized extr a services, not reasonably included within the services described in Section 2, as mutually agreed t o writing in adva nce of th e incurrence of ex tra services by CONSULTANT. Unless CITY and CONSULTANT have agreed in writing before the performance of extra se rvices, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit “A”. Any compensation for extra service s shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.

5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services t o be performed by CONSULTANT shall be accomplished under the general direction of, an d coordinate with, CITY's "Project Manager", as that staff person is designated by CITY from time to time, and who pr esently i s Luke Rioux.

Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2021, unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of i nsurance as required by Section 10 below, an d (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 140
City of Goleta
City Manager’s Office and Russ Branson Consulting

7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, notes and internal memorandum), including duplication of same prepared by CONSULTANT in the performance of these services, are t he property of CITY. CITY shall be en titled to immediate possession of the same upon completion of the w ork under this AGREEMENT, or at any earlier or later time when requested by CITY. CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.

8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional s ervices which a re person al to CITY.

Russ Branson is deemed to be specially experienced and is a key me mber of CONSULTANT's firm, and shall be directly involved in the performance of this work.

This key pers on shall communicate with, and periodically report to, CIT Y on the progress of the work. Should any such individual be rem oved from assist ing in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City M anager’s prior written consent.

9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT hol ds CITY, its elect ed officials, officers, agents, and employees, harmless fr om all of CONSULTANT's claims, demands, lawsui ts, judgments, da mages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT ’s contractors or subcont ractors, or to the owners of CONSULTANT's firm, which damages, losses, injur ies or liability occur during t he work require d under this AGREEMENT, or occur while CONSULTANT is o n CITY property, or which are connected, directly or in directly, wit h CONSULTANT's performance of any activity or work required under this AGREEMENT. Notwithstanding the above, the CONSUL TANT is not responsible for the accuracy and completeness of the data provided by the CITY. (b) Defense and Indemnity of Third Party Claims/Liability. CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands , judgments, and all liabilit y including, but not limited to, monetary or property d amage, lost p rofit, perso nal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional err ors and omissions arising out of, directly or indirect ly, an error, negligence, or omission of CONSULTANT or any of CONSUL TANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CO NSULTANT or any of CONSULTANT’s officers , agents, employees, representatives, subconsultants, or subcontractors, in performing the services described DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 141
City of Goleta
City Manager’s Office and Russ Branson Consulting

in, or norm ally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under t his AGREEMENT, and also inclu de the payment of all cour t costs, atto rney fees, e xpert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not wa ive, nor shall be deemed to h ave waived, any indemnity, de fense or hold harmless rig hts under thi s section be cause of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

10. INSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense , provide insurance as described herein. All insurance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Co mpany rating of A - or better, Class VII or better, or as otherwise approved by CITY.

Insurance shall include the following (or broader) coverage:

a) Professional liabilit y insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.

Liability insurance polic ies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:

a) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement.

CONSULTANT agrees to maintain continuous coverage through a period no less than t hree years after completion of the services required by this agreement.

b) Liability coverage s hall be primary and non-contributing with any insurance maintained by CITY.

c) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that covera ge shall not be suspended, voided, canceled or reduced in c overage or in l imits except after 30 days’ prior written notice has b een given to CITY. Such provision shall not include an y limitation of liability of the insurer for failure to provide such notice.

d) No liability insurance coverage provided to comply w ith th is AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s employees, or agents, DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 142
City of Goleta
City Manager’s Office and Russ Branson Consulting

from waiving the right of recovery prior to a loss. CONSULTANT waives its right of recovery against CITY.

e) CONSULTANT agrees to deposit with CITY within fifteen days of N otice to Proceed of the Contract certificates of insurance and requir ed endorsements.

f) There shall be no recourse against CITY for payment of premiums or other amounts with respect to the insuran ce required to be provided by CONSULTANT hereunder. Any fa ilure, actual o r alleged, on the part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be prompt ly rei mbursed b y CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.

g) CONSULTANT agrees to pro vide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

11. RELATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent , servant or employee of CITY. CONSULTANT shall be solely responsible fo r any workers compensation insurance, withholding taxes, un employment insurance, and any other employer obligations associated with the described work.

12. CORRECTIONS
In addition to the above indemnification obligations, CONSULTANT shall correct, at its expen se, all errors in the work that may be disclosed during CITY's re view of CONSULTANT's report or plans. Should CONSULTANT fail to make such correction in a reasonably timely manner, s uch correctio n shall be m ade by CITY, and the cost thereof shall be charg ed to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 143
City of Goleta
City Manager’s Office and Russ Branson Consulting

13. TERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice pe riod need be gi ven. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation f or actual work performed and charges outstanding at the tim e of t ermination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless ter mination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.

14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of t he final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compens ation to CONSULTANT for anything done, furnished, or relati ng to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written ext ra compensation claim wi thin 10 calendar days of the receipt of that check. However, approval or payment by CITY shall not c onstitute, nor be deemed, a release of the responsibility and l iability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs fo r the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be dee med to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepa red by CONSULTANT, its employees, subcontractors, agents and consultants.

15. AUDIT OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make availabl e to a representative of CITY for examination of all it s records wit h respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records . CONSULTANT will retain such financial records, time sheets, work p rogress reports, invoices, bills and project records fo r at least tw o years afte r terminatio n or final payment under this AGREEMENT.

16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insi st upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for whic h such failure continues , shall not constitute a waiver of s uch party's right to demand strict compliance by such other party in the f uture. No waiver by a party of a default or breach of the other party shall be effective or binding upon suc h party unles s made in writing by suc h party, and no such waiver shall be implied from any omissions by a party to take any action w ith re spect to such default or breach. No express written DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 144
City of Goleta
City Manager’s Office and Russ Branson Consulting

waiver of a specified default or breach shall affect any other de fault or breach, or cover any other p eriod of time, other than any defaul t or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

17. CONFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financ ial interest in CONSULTANT'S business. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.

18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of pu rpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singul ar sha ll includ e the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.

19. MITIGATION OF DAMAGES
In all si tuations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

20. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the part ies, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Santa Barbara County.

21. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basis of race, co lor, gender, gender identity/expression, pregnancy, sexual orientation, d isability, marital status, or any other characteristic protected under applicable federal or state law.

22. TAXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for T axpayer Identification N umber and Certification, Form W -9 (R ev. October 2018 ), as issued by the Internal Revenue Service.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 145
City of Goleta
City Manager’s Office and Russ Branson Consulting

23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an ava ilable, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient fu nds for payment of CONSULTANT services beyond the current fiscal year , this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.

24. MODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of th is AGREEMENT may be modified only upon mutual written consent o f CITY and CONSULTANT.

25. USE OF THE TERM “CITY”
Reference to “ CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.

26. PERMITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licens es, and certi ficates that may be required in connection with the performance of services under this AGREEMENT.

27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.

28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, office rs, directors, shareholders, divisions, subsidiaries, a gents, employ ees, successors, assigns , principals, partners, joint ventur ers, insurance carriers and any others who may claim through it to this AGREEMENT.

29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining th is AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto wit h resp ect to th e rendering of services, and contains all of the coven ants and agreements between the parties with respect to said services.

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City of Goleta
City Manager’s Office and Russ Branson Consulting

30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless conti nue in full force without being impaired or invalidated in any way.

31. NOTICES
Any notice required to be given hereunder shall be d eemed to have been given by depositing said notice in the U nited States mail, postage prepaid, and addressed as follows:

TO CITY: Attention: Michelle Greene, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Attention: Russ Branson
4238 Mapel Lane
Carmichael, CA 95608

32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.

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City of Goleta
City Manager’s Office and Russ Branson Consulting

In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

_____________________________ _____________________________ Michelle Greene, City Manager Russ Branson

ATTEST

_____________________________ _____________________________ Deborah Lopez, City Clerk Russ Branson

APPROVED AS TO FORM:

______________________________
Winnie Cai, Assistant City Attorney

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Exhibit A
Scope of Work

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Via Email  January 21, 2021
Luke Rioux
Finance Director
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117

Dear Mr. Rioux:

Thank you for considering Russ Branson Consulting (RBC) to develop an independent analysis of the City of Goleta’s tax sharing agreement with Santa Barbara County.  The goal of this assignment is to review the County se
rvices provided to the City to determine if the City over pays the County, and by how much, from the 13‐year old tax‐sharing agreement.

Following is the proposed scope of work for this challenging project.

SCOPE OF WORK
Task 1:  Data Collection and Kick‐off Call.  To start this project, RB C will provide a data request to the City to gather documents needed to start the tax‐sharing analysis.  Following receipt of the initial data, the RBC team and the City will hold a kick‐off call to clarify data and to request additional documents, if neede
d.

Task 2:  Analyze County Services Provided to the City.  Based on the data provided by the City and collected by the RBC team, an initial analysis of the City’s total revenue contributions will be compared to estimated cost impacts of the City on the County.  This analysis can be based on a variety of factors driven by where the da
ta leads the analysis, as well as what data can be gathered in the short timeframe of this analysis.  The analysis may also include County cost factors such as internal cost allocations or other costs impacting the overall cost of County service.

During this stage of the analysis, the City will be in
formed if the RBC team believes that it is overpaying
for services or not.  If RBC does not feel the City has a good case to make, the City will have the option to discontinue the project at this time.

Task 3:  C
omparable Agencies.  As a part of the tax‐sharing analysis, the RBC team will attempt to compare the City of Goleta’s contribution to County services compared to other cities in the County.

This may take the form of actual revenue per capita to the cost of service per capita on an overall basis.

The goal of this analysis w
ill be to illustrate differences in how Goleta pays for services, and possibly subsidizes other cities.

Task 4:  Prepare PowerPoint Presentation.  RBC will prepare a presentation outlining its findings for a meeting with the City and County negotiating teams.  This presentation will like ly include both the RBC analysis as well as a critique of the County analysis presented at the prior negotiations meeting.  The DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 151

4238 Mapel Lane  Carmichael, CA 95608  (916) 747‐7834
[email protected]

goal of the presentation is to keep the City engaged and moving forward with the County on a process to renegotiate the tax‐sharing agreement.  Based on the City’s Task 5:  Prepare Report.  RBC will prepare a PowerPoint presentation summarizing the analysis and findings documented in the white paper.  The presentation will be delivered at a City Council meeti ng open to the general public.

PROJECT BUDGET
RBC is proposing to perform this study for a not‐to‐exceed budget of $20,000.  RBC bills monthly based on worked completed.  The billing rates for the RBC team will be:
 Russ Branson, Founder        $200/hour
 Hannah Kohanzadeh, contract analyst   $135/hour
Due to the current pandemic, all work will be conducted remotely; therefore, there will be not travel or additional expense costs.

PROJECT TIMELINE
RBC is available to begin work on this project immediately on this challenging assignment.  Depending on the availability of data from the City, a draft PowerPoint prese ntation for discussion with the County negotiating team will be prepared for a mid‐February meeting.  The actual date should be confirmed following the RBC team’s review of the available data and initial analysis.  Following the meeting with the County, and a potential presentation to the City Council, the RBC team will comp lete a report detailing its findings withing 30 days.  RBC will maintain diligent communication with the City on the project timeline from the start of the project.

Sincerely,

Russ Branson
Russ Branson Consulting

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PF-38130CA (04/17 ) Page 1 of 3
(AFU) Westchester Binding
ACE Fire Underwriters Insurance Company
Chubb Errors and Omissions
Liability Declarations

RENEWAL CERTIFICATE

IN CONSIDERATION OF THE PREMIUM FOR THE RENEWAL POLICY IDENTIFIED BELOW, THE INSURER RENEWS THE EXPIRING POLICY FOR THE PERIOD SET FORTH BELOW.

THIS POLICY IS A CLAIMS MADE AND REPORTED POLICY. EXCEPT AS OTHERWISE PROVIDED

HEREIN, THIS POLICY COVERS ONLY CLAIMS FIRST MADE AGAINST THE INSUREDS AND REPORTED TO THE INSURER DURING THE POLICY PERIOD. PLEASE READ THIS POLICY CAREFULLY.

THE LIMITS OF LIABILITY AVAILABLE TO PAY INSURED DAMAGES SHALL BE REDUCED BY AMOUNTS INCURRED FOR CLAIMS EXPENSES. FURTHER NOTE THAT AMOUNTS INCURRED FOR DAMAGES AND CLAIMS EXPENSES SHALL ALSO BE APPLIED AGAINST THE RETENTION AMOUNT.

TERMS THAT APPEAR IN BOLD FACE TYPE HAVE SPECIAL MEANING. PLEASE REFER TO SECTION II, DEFINITIONS, OF THE POLICY.

This Renewal
Certificate renews the below referenced Expiring Policy and grants new Limit(s) of Liability and a new Retention. The terms, conditions and exclusions of the below referenced Expiring Policy, except as otherwise indicated herein or in endorsements attached hereto, apply to the renewal Policy Period. For purposes of coverage afforded during the renewal Policy Period, the term Policy means the Expiring Policy (including endorsements attached thereto), as amended by this Renewal Certificate and any endorsements attached hereto, and “Declarations” or “Declarations Page” means this Renewal Certificate.

Renewal Policy
Number: EONCAF150727142-002 Renewal of Policy Number (Expiring Policy):

Item 1. Named Insured
Russell Branson dba Russ Branson Consulting
Principal Address: 4238 Mapel Ln
Carmichael, CA, 95608-2007

Item 2. Policy Period:

Renewed from 12:01 a.m. 09-04-2020 To 12:01a.m. 09-04-2021 (Local time at the address shown in Item 1)

Item. 3. Limit of Liability (including Claims Expenses) $1,000,000 Each Claim
$2,000,000 Aggregate Limit
$5,000.00 Disciplinary Proceeding Claims Expenses Aggregate Limit (in addition and Aggregate Limits set forth above)
Item 4. Retention
$2,500 Each Claim

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(AFU) Westchester Binding
Item 5. Premium: $1,045
Item 6. Retroactive Date (if applicable): 09/04/2019 Item 7: Professional Services: See Amendatory Endorsement Definition of Professional Services Amended

Item 8: Notice to Company:

A. Notice of Claim or Wrongful Act:

CHUBB North American Claims
PO Box 5122
Scranton, PA 18505-3801
Toll Free: 844-539-3801
[email protected]
B. All Other Notices:

Commercial Risk Services
3 Country View Road
Third Floor
Malvern, PA 19355

Item 9. Optional Extended Reporting Period:

A. Additional Premium: 100% of last annual premium.

B. Additional Period: 12 months
Item 10. Endorsements attached upon Policy effective date:

PF38130CA (0417)
-

RENEWAL CERTIFICATE (AFU)
PF23294c (0310)
-

NETWORK SECURITY OR PRIVACY LIABILITY EXCLUSION
PF47686 (0316)
-
RETENTION AMENDED – NOT APPLICABLE TO CLAIMS EXPENSES
PF47719 (0316)
-

ADDITIONAL LIMIT OF LIABILITY CLAIMS EXPENSES
PF47760 (0516)
-

UNSOLICITED COMMUNICATIONS EXCLUSION
PF42381CA (0417)
-

DEFINITION OF PROFESSIONAL SERVICES AMENDED
PF47462CA (0417)
-

MISCELLANEOUS PROFESSIONAL LIABILILTY ENHANCEMENT

ENDORESMENT
PF47708CA (0316)
-

FINANCIAL CONSULTANTS AND MANAGEMENT CONSULTANTS

ENDORSEMENT
PF48964 (0417)
-

AMENDATORY ENDORSEMENT CALIFORNIA
PF18874 (0206)
-

ACE ADVANTAGE MISCELLANEOUS PROFESSIONAL LIABILITY
POLICY
ALL20887 (1006)
-

ACE PRODUCER COMPENSATION PRACTICES & POLICIES
ILP001 (0104)
-
U.S. TREASURY DEPARTMENTS' OFFICE OF FOREIGN ASSETS
CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 154
PF-38130CA (04/17 ) Page 3 of 3
(AFU) Westchester Binding
CC1K11i (0218)
-

SIGNATURES
PF46422 (0715)
-

TRADE OR ECONOMIC SANCTIONS ENDORSEMENT
PF19061 (1005)
-

SPOUSAL COVERAGE EXTENSION
PF19236 (1205)
-

INSURED DEFINITION AMENDED-LEASED, PART TIME, SEASONAL

EMPLOYEES
PF19806 (0206)
-

ADDITIONAL INSURED (AUTOMATIC PURSUANT TO CONTRACT)
PF38981 (0113)
-

FALSE CLAIMS ACT EXCLUSION
ALL21101 (1106)
-

TRADE OR ECONOMIC SANCTIONS ENDORSEMENT
Producer Name and No.: TRANSPORTATION RISK SERVICES LLC 1300 SOUTH GROVE AVENUE SUITE 102
BARRINGTON LAKE, IL, 60010
Z01958
IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by a duly authorized representative of the Company.

DATE: 09/04/2019

______________________________
Authorized Representative
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 155
________________________________________
Authorized Representative
PF-23294c (03/10) Page 1 of 1
EO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured

Endorsement Number
Policy S ymbol Policy Number Policy Period
to
Effecti ve Date of Endorsement
Issued By (Name of Insurance Company)

Network Security or Privacy Liability Exclusion

1. Section II, Definitions, is amended by adding the following:
 Network Security or Privacy Breach means:

1. the failure by the Insured to properly handle, manage, store, destroy or otherwise control confidential corporate or personally identifiable information;

2. any violation of the Insured’s privacy policy, or any violation by the Insured of:
(a) the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191); (b) the Gramm-Leach-Bliley Act of 1999;
(c) the California Security Breach Notification Act (CA SB 1386); (d) Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a), but solely for alleged violations of unfair or deceptive acts or practices in or affecting commerce; (e) the Drivers Privacy Protection Act (“DPPA”) 18 U.S.C. § 2721, et. seq., or (f) any violation of any other similar state, federal, and foreign identity theft and privacy protection legislation that requires commercial entities that collect personal information to post privacy policies, adopt specific privacy or security controls, or notify individuals in the event that personal information has potentially been compromised; or

3. a
failure in network security, including but not limited to activities performed by the Insured to protect against unauthorized access to, unauthorized use of, a denial of service attack directed against, or transmission of malicious code to the Insured's computer system.

2. Section III, Exclusions, is amended by adding the following:
 alleging,
based upon, arising out or attributable to a Network Security or Privacy Breach.

All other terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 156
PF-47686 (03/16) Page 1 of 1
RETENTION AMENDED – NOT APPLICABLE TO CLAIMS EXPENSES
Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF476860316
Policy Symbol
EON
Policy Number
EONCAF150727142-
002
Policy Period
09-04-2020 to 09-04-2021
Effective Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACEFire
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

It is agreed that:

1. The Retention set forth in Item 4 of the Declarations will not apply to Claims Expenses.

2. Section V. B, Retention, is amended by deleting “and Claims Expenses” from subsections 1.and 2.

All other terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 157
PF-47719 (03/16) Page 1 of 2
Additional Limit of Liability: Claims Expenses
Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF477190316
Policy Symbol
EON
Policy Number
EONCAF150727142
-002
Policy Period
09-04-2020 to 09-04-2021
Effective Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

It is agreed that the Policy is amended as follows:

1. Item 3 of the Declarations is deleted in its entirety and the following is inserted:

Limit of Liability Each Claim and in the Aggregate for all Claims including Claims Expenses:
a. $1,000,000 Each Claim
b. $2,000,000 Aggregate Limit
c. $1,000,000.00 Claims Expenses Aggregate Limit
d. $10,000 Disciplinary Proceeding Claims Expense Aggregate Limit

2. Section V., LIMITS OF LIABILITY AND RETENTION, A. Limits and B. Retention, are deleted in their entirety and replaced with the following:

A. Payment of Claims Expenses without reduction of the Limit of Liability

1. The Insurer shall pay Claims Expenses in excess of the applicable Retention up to the aggregate amount stated in Item 3.c of the Declarations without reduction or erosion of the Each Claim or Aggregate limits of liability stated in Items 3.a and 3b of the Declarations.

2. Once the Insurer has paid the amount set forth in Item 3.c of the Declarations in Aggregate Claims Expenses arising from or relating to any and all Claims, all further payments by the Insurer of Claims Expenses shall be subject to the limits stated in Items 3.a and 3b which limits are applicable to both Damages and Claims Expenses.

B. Limit of Liability

1. Except as otherwise stated in section V.A,
a. the Insurer’s maximum liability for the sum of all Damages and Claims Expenses for each Claim, including each Claim alleging any Interrelated Wrongful Acts, first made and reported during the Policy Period, shall be the amount stated as the Each Claim limit in Item 3.a of the Declarations, and
b. the Insurer’s maximum liability for the sum of all Damages and all Claims Expenses because of all Claims, including all Claims alleging any Interrelated Wrongful Acts, first made and reported during the Policy Period shall be the amount stated as the Aggregate Limit in Item 3.b of the Declarations.

2. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts of the Insureds shall be deemed to be one Claim, and such Claim shall be deemed to be first made on the date the earliest of such Claims is first made, regardless of whether such date is before or during the Policy DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 158
PF-47719 (03/16) Page 2 of 2
Period. All Damages and all Claims Expenses resulting from a single Claim shall be deemed a single Damage and Claims Expense.

3. Except as otherwise stated in section V.A, any payment of Damages or Claims Expenses by the Insurer will reduce the Limits of Liability stated in Item 3.a and 3.b of the Declarations. If the Aggregate Limit stated in Items 3.b is exhausted, then the limit for Claims Expenses stated in Item 3.c shall also be deemed exhausted.

4. The Disciplinary Proceeding Claims Expenses Aggregate Limit stated in Item 3 of the Declarations shall be the maximum aggregate liability of the Company for Claims Expenses for Disciplinary Proceedings for each Policy Period regardless of the number of Disciplinary Proceedings or Insureds. This limit is in addition to and is not part of the Each Claim Limit or the Aggregate Limit otherwise stated in Item 3 of the Declarations.

5. If the Limit of Liability is exhausted by payment of Damages or Claims Expenses, the obligations of the Company under this Policy shall be completely fulfilled and extinguished.

C. Retention

1. The liability of the Company shall apply only to that part of Damages and Claims Expenses which are excess of the Retention amount shown in Item 4 of the Declarations. Such Retention shall be borne uninsured by the Insureds and at their own risk. The Retention amount applies to Claim Expenses and Damages, however the Retention amount applies only once per each Claim. The Retention shall not apply to Claims Expenses in a Disciplinary Proceeding.

2. A single Retention amount shall apply to Damages and Claims Expenses arising from all Claims alleging Interrelated Wrongful Acts.

All other terms and conditions of this Policy remain unchanged.

Authorized Representative
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 159
PF-47760 (05/16) Page 1 of 1
EO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF477600516
Policy Symbol
EON
Policy Number
EONCAF1507271
42-002
Policy Period
09-04-2020 To 09-04-2021
Effective Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
Unsolicited Communications Exclusion
It is agreed that Section III, Exclusions, is amended by adding the following exclusion:
 alleging, based upon, arising out of or attributable to:
(1) the United States of America CAN-SPAM Act of 2003 or any amendments thereto or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state, or local statutory law or common law anywhere in the world;
(2) the United States of America Telephone Consumer Protection Act (TCPA) of 1991 or any amendments thereto or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state, or local statutory law or common law anywhere in the world; or (3) any other
law, ordinance, regulation or statute used to impose liability in connection with any unsolicited communication, distribution, publication, sending or transmission.

All other terms and conditions of this Policy remain unchanged.

Authorized Representative
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 160
PF-42381CA (04/17)
Westchester Binding Page 1 of 1

DEFINITON OF PROFESSIONAL SERVICES AMENDED
Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF42381CA0417
Policy S ymbol
EON
Policy Number
EONCAF150727142-
002
Policy Period
09-04-2020 To

09-04-2021
Effecti ve Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

CHUBB ERRORS AND OMISSIONS POLICY
It is agreed that Section II, Definitions, subsection P. is deleted in its entirety and replaced by the following:

P. Professional Services means services performed for others by an Insured or by any person or entity for whom the Insured is legally liable for others for a fee; provided, however, Professional Services shall not include services performed as the following:
accountant, actuary, architect, banker, builder, construction manager, contractor, doctor, engineer, franchisor, hardware manufacturer/distributor, insurance agent, insurance company, internet service provider, investment banker, investment advisor, lawyer, mortgage banker/broker, nurse, physician, property developer, security broker/dealer, software programmer, structured settlement broker, web site designer, or web site host services.

All other
terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 161
PF-47462CA (04/17)
Westchester Binding Page 1 of 3

MISCELLANEOUS PROFESSIONAL LIABILITY ENHANCEMENT ENDORSEMENT Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF47462CA0417
Policy S ymbol
EON
Policy Number
EONCAF150727142-
002
Policy Period
09-04-2020 To

09-04-2021
Effecti ve Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

CHUBB ERRORS AND OMISSIONS POLICY
It is agreed that in consideration of the premium paid, the Policy is amended as follows:

1. Section I, Insuring Agreement and Defense, subsection B, Defense is amended by deleting numbered paragraph 2 in its entirety and inserting the following:

2. If the Insured refuses to consent to a settlement or a compromise acceptable to the claimant/plaintiff and the Company, then the Company’s liability to pay Damages and Claims Expenses under this Policy with respect to such Claim shall be reduced to (i) the amount of Damages for which the Claim could have been settled plus all Claims Expenses incurred until the date of such refusal, and (ii) 70% of all subsequent covered Claims Expenses and Damages in excess of such amount, which sum shall not exceed the unexhausted Limit of Liability specified in Item 3 of the Declarations. The remaining 30% of Claims Expenses and Damages shall be borne by the Insureds uninsured and at their own risk. In such event, the Company shall tender a check to the Insured for the recommended settlement amount, and shall be relieved of any further duty or obligation, other than for covered Claims Expenses referenced above. This paragraph shall not apply to a settlement in which the total incurred Damages and Claims Expenses do not exceed the Retention.

2. Section II, Definitions, is amended as follows:
a. Subsection C, the definition of Claim is amended by adding the following:

Claim also means a written request of the Insured to toll or waive a statute of limitations applicable to a Claim as otherwise described in this definition.
b. Subsection F, the definition of Damages is amended by deleting the last paragraph and inserting the following:

Damages includes punitive and exemplary damages and the multiplied portion of any multiple damage award to the extent such damages are insurable under the internal laws of the applicable jurisdiction that most favors coverage for such damages.
c. Subsection I, the definition of Insured, is amended by adding the following paragraphs:
 Insured also means any joint venture entered into by the Named Insured, but only for the legal liability of the Named Insured in the rendering of or failure to render Professional Services which may result from the Named Insured’s participation in such joint venture.  Insured also means any leased, part time, or seasonal employees who are natural persons, but only with respect to Professional Services performed on behalf of the Named Insured or a Subsidiary thereof;

3. Section III, Exclusions, is amended as follows:
a. Subsection A, is deleted in its entirety and the following is inserted:

A. alleging, based upon, arising out of, or attributable to any dishonest, fraudulent, criminal or malicious act or omission, or any intentional or knowing violation of the law by an Insured, however, this exclusion shall not apply unless and until there is an adverse admission by or final adjudication against any Insured as to such conduct, at which time the Insured shall reimburse the Company for all Damages and Claims Expenses paid or incurred on account of such Claim. This exclusion shall apply to any Insured who had knowledge of or participated in the aforementioned conduct. For purposes of this exclusion, only the knowledge of the DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 162
PF-47462CA (04/17)
Westchester Binding Page 2 of 3 Named Insured’s and any Subsidiary’s Chief Executive Officer, Chief Financial Officer, President, Chairman of the Board, General Counsel, and Risk Manager (or the functional equivalent of such positions) shall be imputed to the Named Insured and any Subsidiary. Further, the knowledge of any other Insured, other than the aforementioned individuals, shall not be imputed to any other Insured or Insured entity.
b. The following exclusions are added:
 alleging, based upon, arising out of or attributable to the Insured’s performance of or failure to perform professional services as a accountant, actuary, architect, banker, builder, contractor, doctor, engineer, franchisor, hardware manufacturer/distributor, insurance agent, insurance company, internet service provider, investment banker, investment advisor, lawyer, nurse, physician, property developer, security broker/dealer, or structured settlement broker.
 alleging,
based upon, arising out of or attributable to any unsolicited dissemination of faxes or e-mails to multiple, actual or prospective customers of the Insured or any other third party, including but not limited to Claims alleging any actual or alleged violation of the Telephone Consumer Protection Act, any federal or state anti-spam statutes, or any other federal or state statute, law or regulation relating to a person’s or entity’s right of seclusion.

4. Section
VI, Conditions, is amended as follows:
a. Subsection A, Notice, numbered paragraph 1 is deleted in its entirety and the following is inserted:

1. The Insureds shall, as a condition precedent to their rights under this Policy, give to the Company written notice of any Claim made against the Insureds as soon as practicable after the Named Insured’s Chairman of the Board, Chief Executive Officer (CEO), President, Chief Financial Officer (CFO), Chief Information Officer (CIO), General Counsel, or Risk Manager (or the functional equivalent of such positions), is first made aware of such Claim, but in no event later than 60 days after: (i) the end of the Policy Period, or (ii) with respect to Claims first made during any applicable Automatic or Optional Extended Reporting Period, the end of such Automatic or Optional Extended Reporting Period. b. Subsection
D, Representations, is amended as follows:
i. The phrase “this Policy shall be void ab initio” is deleted and the following is inserted in its place:
this Policy shall be void ab initio as to any Insured who knew the facts misrepresented or the omissions, whether or not such person knew of the Application or this Policy. ii. The following provision is added:

For purposes of this subsection D, only the knowledge of the Named Insured’s and any Subsidiary’s Chairman of the Board, Chief Executive Officer (CEO), President, Chief Financial Officer (CFO), Chief Information Officer (CIO), General Counsel, or Risk Manager (or the functional equivalent of such positions), shall be imputed to the Named Insured and any Subsidiary. Further, the knowledge of an Insured, other than the aforementioned individuals, shall not be imputed to any other Insured or Insured entity. c. Subsection
E, Termination, numbered paragraph 1 is deleted in its entirety and the following is inserted:

1. This Policy shall terminate at the earliest of the following times:
a. the effective date of termination specified in a prior written notice by the Named Insured to the Company;
b. 15 days after receipt by the Named Insured of a written notice of termination from the Company for failure to pay a premium when due, unless the premium is paid within such 15 day period; c. upon expiration of the Policy Period as set forth in Item 2 of the Declarations; or d. at such other time as may be agreed upon by the Company and the Named Insured. d. Subsection F, Territory and Valuation is amended by deleting numbered paragraph 1 and inserting the following:

1. Coverage under this Policy shall extend to Wrongful Acts occurring and Claims made anywhere in the world, where legally permissible.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 163
PF-47462CA (04/17)
Westchester Binding Page 3 of 3 e. The following new subsections are added:
 Spouses
The spouses and legally recognized domestic partners of Insureds shall be considered Insureds under this Policy, but coverage is afforded only for a Claim arising solely out of their status as a spouse or domestic partner where the Claim seeks damages from marital community property, jointly held property or property transferred from a natural person Insured to such spouse or legally recognized domestic partner. No coverage is provided for any Wrongful Act actually or allegedly committed by such spouse or legally recognized domestic partner. All of the terms and conditions of this Policy including, without limitation, the Retention applicable to Damages and Claims Expenses incurred by Insureds shown in Item 4 of the Declarations shall also apply to Damages and Claims Expenses incurred by such spouses and legally recognized domestic partners.
 Allocation
A. If Damages , in part, covered by this Policy and, in part, not covered by this Policy, are incurred on account of a single Claim for which the Company retains the duty to defend, the Policy will pay one hundred percent (100%) of reasonable and necessary Claims Expenses incurred in the defense of such Claims.

B. Damages and Claims Expenses incurred by the Insured on account of any Claim for which the Company does not retain the duty to defend shall be allocated between covered and uncovered loss based on the relative legal and financial exposures of the parties and loss at issue.

5. Section VII, Material Changes In Conditions, subsection A, is amended by deleting the phrase “exceeds 10%” and inserting the phrase “exceeds 20%”.

All other terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 164
PF-47708CA (03/16) Page 1 of 1

FINANCIAL CONSULTANTS AND MANAGEMENT CONSULTANTS

ENDORSEMENT
Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF47708CA0316
Policy Symbol
EON
Policy Number
EONCAF15072714
2-002

Policy Period
09-04-2020 to 09-04-2021
Effective Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

CHUBB ERRORS AND OMISSIONS POLICY
It is agreed that Section III, Exclusions, is amended by adding the following exclusions:
 alleging, based upon, arising out of, or attributable to the guaranteeing of the availability of funds or specified rate of return and/or interest;
 alleging, based upon, arising out of, or attributable to loss alleged to have been sustained through fluctuation in the market value of any security;
 alleging, based upon, arising out of, or attributable to any Insured making warranties or guarantees as to the future value of investments or real property;
 alleging, based upon, arising out of, or attributable to the failure of investments to perform as expected or desired;
 alleging, based upon, arising out of, or attributable to services as an investment advisor or any offer to provide such services or any services in connection therewith;
 alleging, based upon, arising out of, or attributable to the selection of any investment manager, investment advisor or custodial firm;
 alleging, based upon, arising out of, or attributable to the commingling or improper use of, or failure to properly segregate or safeguard funds;
 alleging, based upon, arising out of, or attributable to the guarantee or warranty of potential sales, earnings, profitability or economic value;
 alleging, based upon, arising out of, or attributable to the failure to secure financing  alleging, based upon, arising out of, or attributable to the preparation of pro-forma statements which are the basis of and/or are used with third parties for the purpose of securing capital through debt, equity creditor or other means;
 alleging, based upon, arising out or attributable to the performance of or failure to perform services as an attorney, accountant or actuary;
All other terms and conditions of this Policy remain unchanged.

Authorized Representative
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 165
PF-48964 (04/17) Page 1 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF489640417
Policy S ymbol
EON
Policy Number
EONCAF150727142-
002
Policy Period
09-04-2020 To

09-04-2021
Effecti ve Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
Amendatory Endorsement - California

IF THERE IS ANY CONFLICT BETWEEN THE POLICY, OTHER ENDORSEMENTS TO THE POLICY AND

THIS ENDORSEMENT, THE TERMS PROVIDING THE BROADEST COVERAGE INSURABLE UNDER APPLICABLE LAW SHALL PREVAIL.

It is agreed that:

1. Section
II of the Policy is amended at Definitions F. Damages by adding the following to the end of the second paragraph:
; provided further that, if such jurisdiction is the State of California, then Damages does not include punitive and exemplary damages and the multiplied portion of any multiple damage award.

2. Section VI of the Policy is amended at Condition E, Termination, by adding the following:
 If this Policy has been in effect for more than 60 days, or is a renewal of a Policy the Company issued, the Company may terminate this Policy only for one or more of the following reasons:
a. failure to pay a premium when due, including payment due on a prior policy the Company issued and due during the current Policy Period covering the same risks; b. a judgment by a court or an administrative tribunal that the Named Insured has violated any law of California or of the United States having as one of its necessary elements an act which materially increases any of the risks insured against;
c. discovery of fraud or material misrepresentation by either of the following:
1) the Insured or its representative in obtaining the insurance; 2) the Named Insured or its representative in pursuing a Claim under the Policy; d. discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by the Named Insured or its representative, which materially increases any of the risks insured against;
e. failure by the Named Insured or its representative to implement reasonable loss control requirements which were agreed to by the Insured as a condition of Policy issuance or which were conditions precedent to the use by the Company of a particular rate or rating plan, if the failure materially increases any of the risks insured against;
f. a determination by the Insurance Commissioner that the loss of, or changes in, the Company’s reinsurance covering all or part of the risk would threaten the financial integrity or solvency of the Company;
g. a
determination by the Insurance Commissioner that a continuation of the Policy coverage would place the Company in violation of the laws of California or the state of its domicile or that the continuation of coverage would threaten the solvency of the Company; or h. a change by the Named Insured or its representative in the activities or property of the commercial or industrial enterprise which results in a material added risk, a materially increased risk or a materially changed risk, unless the added, increased, or changed risk is included in the Policy.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 166
PF-48964 (04/17) Page 2 of 2
 Notice of termination from the Company will state the effective date of termination and the reason(s) for termination, and will be mailed by certified mail to the Named Insured, and by first-class mail to the agent or broker of record, at the last mailing addresses known to the Company. Proof of mailing will be sufficient proof of notice.

3. The following Condition is added to Section VI of the Policy:
 NONRENEWAL
If the Company elects not to renew this Policy, it will mail written notice of nonrenewal by certified mail to the Named Insured, and by first-class mail to the agent or broker of record, at the last mailing addresses known to the Company. Notice of nonrenewal will state the reason(s) for nonrenewal and will be mailed at least 60 days, but not more than 120 days, before the end of the Policy Period. Proof of mailing will be sufficient proof of notice.

The Company
is not required to send notice of nonrenewal if:

1. the transfer of, or renewal of, a Policy without a change in its terms or conditions or the rate on which the premium is based between the Company and another company which are members of the same insurance group;

2. the Policy has been extended for 90 days or less and the notice required in the first paragraph above has been given prior to the extension;

3. the Named Insured has obtained replacement or has agreed, in writing, within 60 days of the termination of the Policy, to obtain that coverage;

4. the Policy is for a period of no more than 60 days and the Insured is notified at the time of issuance that it may not be renewed;

5. the Named Insured requests a change in the terms or conditions or risks covered by the Policy within 60 days prior to the end of the Policy Period; or

6. the Company has made a written offer to the Insured, within the time period specified in the first paragraph above, to renew the Policy under changed terms or conditions or at a changed premium rate, when the increase exceeds 25%.

All other terms and conditions of this Policy remain unchanged. ________________________________________
Authorized Representative
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 167
PF-18874 (02/06) Page 1 of 10
ACE Fire Underwriters Insurance
Company ACE Advantage®
Miscellaneous Professional
Liability
Policy
In consideration of the payment of the premium, in reliance upon the Application, and subject to the Declarations and the terms and conditions of this Policy, the Insureds and the Company agree as follows:

I. INSURING AGREEMENT AND DEFENSE
A. Insuring Agreement
The Company will pay on behalf of the Insured all sums in excess of the Retention that the Insured shall become legally obligated to pay as Damages and Claims Expenses because of a Claim first made against the Insured and reported to the Company during the Policy Period by reason of a Wrongful Act committed on or subsequent to the Retroactive Date and before the end of the Policy Period.

B. Defense

1. The Company shall have the right and duty to defend any covered Claim brought against the Insured even if the Claim is groundless, false or fraudulent. The Insured shall not admit or assume liability or settle or negotiate to settle any Claim or incur any Claims Expenses without the prior written consent of the Company and the Company shall have the right to appoint counsel and to make such investigation and defense of a Claim as it deems necessary.

2. The Company’s duty to defend ends if the Insured refuses to consent to a settlement acceptable to the claimant/plaintiff and the Company. In such event, the Company shall tender a check to the Insured for the recommended settlement amount, and shall be relieved of any further duty or obligation, other than for covered Claims Expenses incurred until the date of such refusal. The Insured thereafter has the duty to defend at its own expense. This paragraph shall not apply to a settlement in which the total incurred Damages and Claims Expenses do not exceed the Retention.

3. The Company shall not be obligated to commence or continue to investigate, defend, pay or settle any Claim after the applicable Limit of Liability specified in Item 3 of the Declarations has been exhausted, or after the Company has deposited the remaining available Limit of Liability with a court of competent jurisdiction. In such case, the Company shall withdraw from investigation, defense, payment or settlement of such Claim and shall tender control of such Claim to the Insured.

4. If the Insureds attend hearings, depositions or trials at the request of the Company, the Company shall reimburse the Insureds for actual loss of earnings and reasonable and necessary expenses due to such attendance, up to $250.00 per day and a maximum amount of $5,000 for all Claims covered by this Policy. Such reimbursement payments by the Company to the Insured are not subject to the Retention and shall not reduce the Limits of Liability.

II. DEFINITIONS
A. Application means all applications, including any attachments thereto, and all other information and materials submitted by or on behalf of the Insureds to the Company in connection with the Company underwriting this Policy or any policy of which this Policy is a direct or indirect renewal or replacement or which it succeeds in time. All such applications, attachments, information, and materials are deemed attached to and incorporated into this Policy.

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B. Bodily Injury means injury to the body, sickness, or disease, and death. Bodily Injury also means mental injury, mental anguish, mental tension, emotional distress, pain and suffering, or shock, whether or not resulting from injury to the body, sickness, disease or death of any person.

C. Claim means:

1. a written demand against any Insured for monetary or non-monetary damages;

2. a civil proceeding against any Insured for monetary damages, non-monetary damages or injunctive relief, commenced by the service of a complaint or similar pleading;

3. an arbitration proceeding against any Insured for monetary damages, non-monetary damages or injunctive relief;

4. a civil, administrative or regulatory investigation against any Insured commenced by the filing of a notice of charges, investigative order or similar document;

5. a Disciplinary Proceeding;
including any appeal therefrom.

D. Claims Expenses means:

1. reasonable and necessary attorneys' fees, expert witness fees and other fees and costs incurred by the Company, or by the Insured with the Company's prior written consent, in the investigation and defense of covered Claims; and

2. premiums for any appeal bond, attachment bond or similar bond, provided the Company shall have no obligation to apply for or furnish such bond.

Claims Expenses shall not include wages, salaries, fees or costs of directors, officers or employees of the Company or the Insured.

E. Company means the insurance company providing this insurance.

F. Damages means any compensatory amount which the Insured becomes legally obligated to pay on account of a covered Claim, including judgments, any award of prejudgment and post-judgment interest on that part of any judgment paid under this Policy, awards and settlements. Damages shall not include:

1. any
amount for which the Insured is not financially liable or legally obligated to pay;

2. taxes, fines or penalties;

3. matters uninsurable under the law pursuant to which this Policy is construed;

4. disgorgement of profits by an Insured; cost of an Insured’s correction; fees, commissions, expense or costs paid to or charged by an Insured;

5. the cost to comply with any injunctive or other non-monetary or declaratory relief, including specific performance, or any agreement to provide such relief; or

6. any amount relating to a Disciplinary Proceeding, other than Claims Expenses.

Damages includes punitive and exemplary damages and the multiplied portion of any multiple damage award, to the extent such damages are insurable under the internal laws of any jurisdiction which has a substantial relationship to the Insured, the Company, this Policy or such Claim.

G. Disciplinary Proceeding means any proceeding by a regulatory or disciplinary official, board or agency to investigate charges of professional misconduct by an Insured in the performance of Professional Services.

H. Extended Reporting Period means the period for the extension of coverage, if elected, described in Section IV, Extended Reporting Period.

I. Insured means:

1. the Named Insured;

2. any Subsidiary, but only with respect to Wrongful Acts which occur while it is a Subsidiary;

3. any past or present principal, partner, officer, director, trustee or employee of the Named Insured or Subsidiary thereof (and if the Named Insured is a partnership, limited liability partnership or limited liability company, then any general or managing partner or principal thereof), but only with respect to Professional Services performed on behalf of the Named Insured or any Subsidiary;
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PF-18874 (02/06) Page 3 of 10

4. the estate, heirs, executors, administrators or legal representatives of any Insured described in paragraph 3 above in the event of such Insured's death, incapacity, insolvency, or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Policy; and

5. independent contractors who are natural persons, but only with respect to Professional Services performed on behalf of the Named Insured or Subsidiary thereof.

J. Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact, circumstance, situation, event, transaction, cause or series of related facts, circumstances, situations, events, transactions or causes.

K. Named Insured means the entity or person specified in Item 1 of the Declarations.

L. Personal Injury Offense means one or more of the following offenses:

1. false arrest, detention or imprisonment;

2. malicious prosecution;

3. defamation, including libel and slander, and disparagement;

4. publication or an utterance in violation of an individual’s right to privacy; and

5. invasion of the right to private occupancy, including wrongful entry or eviction.

M. Policy means collectively, the Declarations, the Application, this policy form and any endorsements.

N. Policy Period means the period of time specified in Item 2 of the Declarations, subject to prior termination pursuant to Section VI.E, Termination of the Policy.

O. Pollutants means any substance exhibiting any hazardous characteristics as defined by, or identified on a list of hazardous substances issued by the United States Environmental Protection Agency or any federal, state, county or municipal or local counterpart thereof or any foreign equivalent. Such substances shall include, without limitation, solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials.

Pollutants shall also mean any other air emission, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products, silica, or noise.

P. Professional Services means
only those services specified in Item 7 of the Declarations performed for others by an Insured or by any other person or entity for whom the Insured is legally liable.

Q. Property Damage means:

1. physical injury to, or loss or destruction of, tangible property, including the loss of use thereof; and

2. loss of use of tangible property which has not been physically injured, lost, damaged or destroyed.

R. Retroactive Date means the date specified in Item 6 of the Declarations.

S. Subsidiary means any entity, other than a joint venture, in which the Named Insured:

1. owns interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the board of directors if such entity is a corporation, the management committee members if such entity is a partnership, the members of the management board if such entity is a limited liability company; or

2. has
the right, pursuant to written contract or the by-laws, charter, operating agreement or similar documents of the Named Insured or any Subsidiary, to elect, appoint or designate a majority of the board of directors if such entity is a corporation, the management committee members if such entity is a partnership, the members of the management board if such entity is a limited liability company,
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PF-18874 (02/06) Page 4 of 10
on or before the inception date of the Policy, either directly or indirectly, in any combination, by one or more other Subsidiaries.

T. Wrongful Act means any actual or alleged negligent act, error, omission, misstatement, misleading statement or Personal Injury Offense committed by the Insured or by any other person or entity for whom the Insured is legally liable in the performance of or failure to perform Professional Services.

U. Wrongful Employment Practices means any actual or alleged:

1. wrongful dismissal or discharge or termination of employment, whether actual or constructive;

2. employment-related misrepresentation;

3. violation of any federal, state, or local laws (whether common or statutory) concerning employment or discrimination in employment;

4. sexual harassment or other unlawful workplace harassment;

5. wrongful deprivation of a career opportunity or failure to employ or promote;

6. wrongful discipline of employees;

7. retaliation against employees for the exercise of any legally protected right or for engaging in any legally protected activity;

8. negligent evaluation of employees;

9. failure to adopt adequate workplace or employment policies and procedures;

10. employment-related libel, slander, defamation, or invasion of privacy;

11. employment-related wrongful infliction of emotional distress;

12. any actual or alleged discrimination, sexual harassment, or violation of a natural person’s civil rights relating to such discrimination or sexual harassment, whether direct, indirect, intentional or unintentional.

The foregoing definitions shall apply equally to the singular and plural forms of the respective words.

III. EXCLUSIONS
The Company shall not be liable for Damages or Claims Expenses on account of any Claim:

A. alleging, based upon, arising out of, or attributable to any dishonest, fraudulent, criminal or malicious act or omission, or any intentional or knowing violation of the law by an Insured, however, this exclusion shall not apply to Claims Expenses or the Company's duty to defend any such Claim unless and until there is an adverse admission by, finding of fact, or final adjudication against any Insured as to such conduct, at which time the Insured shall reimburse the Company for all Claims Expenses incurred; B. alleging, based upon, arising out of, or attributable to any Bodily Injury or Property Damage; C. alleging, based upon, arising out of, or attributable to any liability of others assumed by the Insured under any express, implied, actual or constructive contract or agreement, unless such liability would have attached to the Insured even in the absence of such contract or agreement;
D. alleging,
based upon, arising out of, or attributable to Professional Services performed for any entity if at the time the Professional Services were performed:

1. any Insured, or any other natural person or entity for whom or which an Insured is legally liable, was a partner, director, officer or employee of such entity;

2. any Insured, or any other natural person or entity for whom or which an Insured is legally liable, owned, directly or indirectly, 10% or more of any such entity if it was a publicly held company, or 30% or more of any such entity if it was a privately held or not-for-profit company;
E. brought
or maintained by, on behalf of, or in the right of any Insured; F. alleging, based upon, arising out of or attributable to any Wrongful Employment Practice; DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 171
PF-18874 (02/06) Page 5 of 10
G. alleging, based upon, arising out of, or attributable to any discrimination on any basis, including, but not limited to, race, creed, color, religion, ethnic background, national origin, age, handicap, disability, gender, sexual orientation or pregnancy; H. alleging, based upon, arising out of or attributable to any price fixing, restraint of trade, monopolization, unfair trade practices or other violation of the Federal Trade Commission Act, the Sherman Anti-Trust Act, the Clayton Act, or any other federal statutory provision involving antitrust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade activities, and any amendments thereto or any rules or regulations promulgated thereunder, or any similar provision of any federal, state, or local statutory law or common law anywhere in the world;
I. alleging,
based upon, arising out or attributable to any violation of:

1. the Employee Retirement Income Security Act of 1974;

2. the Securities Act of 1933, the Securities Exchange Act of 1934;

3. the Racketeering Influenced and Corrupt Organizations Act of 1970; and any rules or regulations promulgated thereunder, amendments thereof, or any similar federal, state or common law;
J. alleging,
based upon, arising out of, or attributable to the gaining in fact of any profit or advantage to which the Insured is not legally entitled; K. alleging, based upon, arising out of, or attributable to any Wrongful Act committed prior to the beginning of the Policy Period, if, on or before the earlier of the effective date of this Policy or the effective date of any Policy issued by the Company to which this Policy is a continuous renewal or replacement, the Insured knew or reasonably could have foreseen that such Wrongful Act would result in a Claim;
L. alleging, based upon, arising out of, or attributable to:

1. any Wrongful Act, fact, circumstance or situation which has been the subject of any written notice given under any other policy of which this Policy is a renewal or replacement or which it succeeds in time; or

2. any other Wrongful Act whenever occurring which, together with a Wrongful Act which has been the subject of such notice, would constitute Interrelated Wrongful Acts; M. alleging, based upon, arising out of, or attributable to:

1. the actual, alleged or threatened discharge, dispersal, release, escape, seepage, migration or disposal of Pollutants; or

2. any direction or request that any Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants, or any voluntary decision to do so; N. alleging, based upon, arising out of, or attributable to any validity, invalidity, infringement, violation or misappropriation of any patent, copyright, service mark, trademark, trade name, trade secret or any other intellectual property right;
IV. EXTENDED REPORTING PERIOD
If the
Company terminates or does not renew this Policy (other than for failure to pay a premium when due), or if the Named Insured terminates or does not renew this Policy and does not obtain replacement coverage as of the effective date of such termination or nonrenewal, the Named Insured shall have the right, upon payment of the additional premium described below, to a continuation of the coverage granted by this Policy for at least one Extended Reporting Period as follows:

A. Automatic
Extended Reporting Period
The Named Insured shall have continued coverage granted by this Policy for a period of 60 days following the effective date of such termination or nonrenewal, but only for Claims first made during such 60 days and arising from Wrongful Acts taking place prior to the effective date of DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 172
PF-18874 (02/06) Page 6 of 10
such termination or nonrenewal. This Automatic Extended Reporting Period shall immediately expire upon the purchase of replacement coverage by the Named Insured.

B. Optional Extended Reporting Period

1. The Named Insured shall have the right, upon payment of the additional premium set forth in Item 9 of the Declarations, to an Optional Extended Reporting Period, for the period set forth in Item 9 of the Declarations following the effective date of such termination or nonrenewal, but only for Claims first made during such Optional Extended Reporting Period and arising from Wrongful Acts taking place prior to the effective date of such termination or nonrenewal.

2. This right to continue coverage shall lapse unless written notice of such election is given by the Named Insured to the Company, and the Company receives payment of the additional premium, within 60 days following the effective date of termination or nonrenewal.

3. The 60 days of the Optional Extended Reporting Period, if it becomes effective, shall run concurrently with the Automatic Extended Reporting Period.

C. The Company shall give the Named Insured notice of the premium due for the Optional Extended Reporting Period as soon as practicable following the date the Named Insured gives such notice of such election, and such premium shall be paid by the Named Insured to the Company within 10 days following the date of such notice by the Company of the premium due.

The Optional Extended Reporting Period is not cancelable and the entire premium for the Optional Extended Reporting Period shall be deemed fully earned and non-refundable upon payment.

D. The Automatic and Optional Extended Reporting Periods shall be part of and not in addition to the Limit of Liability for the immediately preceding Policy Period. The Automatic and Optional Extended Reporting Periods shall not increase or reinstate the Limit of Liability, which shall be the maximum liability of the Company for the Policy Period and the Automatic and Optional Extended Reporting Period, combined.

E. A change in Policy terms, conditions, exclusions and/or premiums shall not be considered a nonrenewal for purposes of triggering the rights to the Automatic or Optional Extended Reporting Period
V. LIMITS OF LIABILITY AND RETENTION
A. Limits

1. All Claims arising out of the same Wrongful Act and all Interrelated Wrongful Acts of the Insureds shall be deemed to be one Claim, and such Claim shall be deemed to be first made on the date the earliest of such Claims is first made, regardless of whether such date is before or during the Policy Period. All Damages and all Claims Expenses resulting from a single Claim shall be deemed a single Damage and Claims Expense.

2. The Each
Claim Limit stated in Item 3 of the Declarations shall be the Company’s maximum aggregate liability for the sum of all Damages and Claims Expenses because of each Claim, including each Claim alleging any Interrelated Wrongful Acts, first made and reported during the Policy Period.

3. The Aggregate Limit stated in Item 3 of the Declarations shall be the maximum aggregate liability of the Company for all Damages and Claims Expenses because of all Claims, including all Claims alleging any Interrelated Wrongful Acts, first made and reported during the Policy Period.

4. The Disciplinary Proceeding Claims Expenses Aggregate Limit stated in Item 3 of the Declarations shall be the maximum aggregate liability of the Company for Claims Expenses for Disciplinary Proceedings for each Policy Period regardless of the number of Disciplinary Proceedings or Insureds. This limit is in addition to and is not part of the Each Claim Limit or the Aggregate Limit otherwise stated in Item 3 of the Declarations.

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5. Claims Expenses shall be part of and not in addition to the Aggregate Limit of Liability shown in Item 3 of the Declarations, and shall reduce such Aggregate Limit of Liability.

6. If the Limit of Liability is exhausted by payment of Damages or Claims Expenses, the obligations of the Company under this Policy shall be completely fulfilled and extinguished.

B. Retention

1. The liability of the Company shall apply only to that part of Damages and Claims Expenses which are excess of the Retention amount shown in Item 4 of the Declarations. Such Retention shall be borne uninsured by the Insureds and at their own risk. However, the Retention shall not apply to Claims Expenses in a Disciplinary Proceeding.

2. A single Retention amount shall apply to Damages and Claims Expenses arising from all Claims alleging Interrelated Wrongful Acts.

VI. CONDITIONS
A. Notice:

1. The Insured shall, as a condition precedent to their rights under this Policy, give to the Company written notice of any Claim as soon as practicable, but in no event later than 30 days after: (i) the end of the Policy Period, or (ii) with respect to Claims first made during any applicable Automatic or Optional Extended Reporting Period, the end of such Automatic or Optional Extended Reporting Period.

2. If, during the Policy Period, any Insured becomes aware of any specific Wrongful Act which may reasonably give rise to a future Claim covered under this Policy, and if the Insureds give written notice to the Company during the Policy Period, the Automatic Extended Reporting Period, or, if elected, the Optional Extended Reporting Period of:
a. the identity of the potential claimants;
b. a description of the anticipated Wrongful Act allegations; c. the identity of the Insureds allegedly involved;
d. the circumstances by which the Insureds first became aware of the Wrongful Act; e. the consequences which have resulted or may result; and f. the potential monetary damages;
then any Claim which arises out of such Wrongful Act shall be deemed to have been first made at the time such written notice was received by the Company. No coverage is provided for fees, expenses and other costs incurred prior to the time such Wrongful Act results in a Claim.

3. All notices under any provision of this Policy shall be in writing and given by prepaid express courier, certified mail or facsimile transmission properly addressed to the appropriate party.

Notice to the Insureds may be given to the Named Insured at the address shown in Item 1 of the Declarations. Notice to the Company of any Claim or Wrongful Act shall be given to the Company at the address set forth in Item 8A of the Declarations. All other notices to the Company under this Policy shall be given to the Company at the address set forth in Item 8B of the Declarations. Notice given as described above shall be deemed to be received and effective upon actual receipt thereof by the addressee, or one day following the date such notice is sent, whichever is earlier.

B. Assistance and
Cooperation
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The Insured shall cooperate with the Company, and provide to the Company all information and assistance which the Company reasonably requests including without limitation attending hearings, depositions and trials and assisting in effecting settlements, securing and giving evidence, obtaining the attendance of witnesses and conducting the defense of any Claim covered by this Policy. The Insured shall immediately forward to the Company at the address indicated in Item 8A of the Declarations every demand, notice, summons, or other process or pleadings received by the Insured or its representatives. The Insured shall do nothing that may prejudice the Company's position.

C. Other Insurance
If any
Damages or Claims Expenses covered under this Policy are covered under any other valid and collectible insurance, then this Policy shall cover such Damages or Claims Expenses, subject to its terms and conditions, only to the extent that the amount of such Damages or Claims Expenses are in excess of the amount of such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability provided by this Policy.

D. Representations

1. The Insureds
represent and acknowledge that the statements and information contained in the Application are true and accurate and:
a. are the basis of this Policy and are to be considered as incorporated into and constituting a part of this Policy; and
b. shall be deemed material to the acceptance of this risk or the hazard assumed by the Company under this Policy.

It is understood and agreed that this Policy is issued in reliance upon the truth and accuracy of such representations.

2. In the event the Application, including materials submitted or required to be submitted therewith, contains any misrepresentation or omission made with the intent to deceive or which materially affects either the acceptance of the risk or hazard assumed by the Company under this Policy, this Policy shall be void ab initio.

E. Termination

1. This
Policy shall terminate at the earliest of the following times:
a. the effective date of termination specified in a prior written notice by the Named Insured to the Company;
b. 60 days after receipt by the Named Insured of a written notice of termination from the Company;
c. 10 days after receipt by the Named Insured of a written notice of termination from the Company for failure to pay a premium when due, unless the premium is paid within such 10 day period;
d. upon expiration of the
Policy Period as set forth in Item 2 of the Declarations; or e. at such other time as may be agreed upon by the Company and the Named Insured.

2. If the Policy is terminated by the Named Insured, the Company shall refund the unearned premium computed at the customary short rate. If the Policy is terminated by the Company, the Company shall refund the unearned premium computed pro rata. Payment or tender of any unearned premium by the Company shall not be a condition precedent to the effectiveness of such termination, but such payment shall be made as soon as practicable.

F. Territory And Valuation
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1. Coverage under this Policy shall extend to Wrongful Acts taking place anywhere in the world, provided that the Claim is made within the jurisdiction, and subject to the substantive laws of the United States of America, Canada, or their territories or possessions.

2. All premiums, limits, retentions, Damages and other amounts under this Policy are expressed and payable in the currency of the United States of America. If judgment is rendered, settlement is denominated, or another element of Damages under this Policy is stated in a currency other than United States of America dollars, payment under this Policy shall be made in United States dollars at the applicable rate of exchange as published in The Wall Street Journal as of the date the final judgment is reached, the amount of the settlement is agreed upon, or the other element of Damages is due, respectively or if not published on such date, the next date of publication of The Wall Street Journal.

G. Subrogation
In the event of any payment under this Policy, the Company shall be subrogated to the extent of such payment to all the rights of recovery of the Insureds. The Insureds shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Company effectively to bring suit or otherwise pursue subrogation rights in the name of the Insureds.

H. Action
Against the Company and Bankruptcy
No action shall lie against the Company. No person or organization shall have any right under this Policy to join the Company as a party to any action against any Insured to determine the liability of the Insured nor shall the Company be impleaded by any Insured or its legal representatives.

Bankruptcy or insolvency of any Insured or of the estate of any Insured shall not relieve the Company of its obligations nor deprive the Company of its rights or defenses under this Policy.

I. Authorization
By acceptance of this Policy, the Named Insured agrees to act on behalf of all Insureds with respect to the giving of notice of Claim, the giving or receiving of notice of termination or non renewal, the payment of premiums, the receiving of any premiums that may become due under this Policy, the agreement to and acceptance of endorsements, consenting to any settlement, exercising the right to the Extended Reporting Period, and the giving or receiving of any other notice provided for in this Policy, and all Insureds agree that the Named Insured shall so act on their behalf.

J. Alteration,
Assignment and Headings

1. Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy nor prevent the Company from asserting any right under the terms of this Policy.

2. No change in, modification of, or assignment of interest under this Policy shall be effective except when made by a written endorsement to this Policy which is signed by an authorized representative of the Company.

3. The titles and headings to the various parts, sections, subsections and endorsements of the Policy are included solely for ease of reference and do not in any way limit, expand or otherwise affect the provisions of such parts, sections, subsections or endorsements.

K. Interpretation
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The terms and conditions of this Policy shall be interpreted and construed in an evenhanded fashion as between the parties. If the language of this Policy is deemed to be ambiguous or otherwise unclear, the issue shall be resolved in the manner most consistent with the relevant terms and conditions of this Policy, without regard to the authorship of the language, without any presumption or arbitrary interpretation or construction in favor of either any Insured or the Company and without reference to the reasonable expectations of either the Insured or the Company.

VII. MATERIAL CHANGES

IN CONDITIONS
A. Acquisition or Creation of Another Organization
If, during the Policy Period, the Named Insured:

1. acquires voting securities in another organization or creates another organization, which as a result of such acquisition or creation becomes a Subsidiary; or

2. acquires any organization by merger into or consolidation with the Named Insured; then, subject to the terms and conditions of this Policy, such organization shall be covered under this Policy but only with respect to Claims for Wrongful Acts taking place after such acquisition or creation, unless the Company agrees to provide coverage by endorsement for Wrongful Acts taking place prior to such acquisition or creation.

If the total revenue of such acquired organization, as reflected in the then most recent consolidated financial statements of the organization, exceeds 10% of the total revenue of the Named Insured and the Subsidiaries as reflected in the then most recent consolidated financial statements of the Named Insured, the Named Insured, as a condition precedent to coverage with respect to such Insureds, shall, no later than 60 days after the effective date of such acquisition or creation:

a. give
written notice of such acquisition or creation to the Company; b. pay any additional premium required by the Company; and c. agree to any additional terms and conditions of this Policy as required by the Company.

B. Acquisition of the Named Insured
If, during the Policy Period, any of the following events occurs:

1. the acquisition of the Named Insured, or of all or substantially all of its assets, by another entity, or the merger or consolidation of the Named Insured into or with another entity such that the Named Insured is not the surviving entity; or

2. the obtaining by any person, entity or affiliated group of persons or entities of the right to elect, appoint or designate at least 50% of i) the directors of the Named Insured if a Corporation; ii) the management committee members of the Named Insured if a partnership; iii) the management board of the Named Insured if a limited liability company; then coverage under this Policy will continue in full force and effect until termination of this Policy, but only with respect to Claims for Wrongful Acts taking place before such event. Coverage under this Policy will cease as of the effective date of such event with respect to Claims for Wrongful Acts taking place after such event.

C. Termination of a Subsidiary
If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect to the Subsidiary and its Insureds shall continue until termination of this Policy. Such coverage continuation shall apply only with respect to Claims for Wrongful Acts taking place prior to the date such organization ceased to be a Subsidiary.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 177
Chubb Producer Compensation
Practices & Policies
Westchester believes that policyholders should have access to information about Westchester’s practices and policies related to the payment of compensation to brokers and independent agents. You can obtain that information by accessing our website at http://www.chubbproducercompensation.com or by calling the following toll-free telephone number: 1-866-512-2862.

ALL-20887 (10/06)
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 178
IL P 001 01 04
U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN
ASSETS CONTROL ("OFAC")

ADVISORY NOTICE TO POLICYHOLDERS
No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your pol- icy. You should read your policy and review your Declarations page for complete information on the coverages you are provided.

This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully.

The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency". OFAC has identified and listed numerous:
 Foreign agents;
 Front organizations;
 Terrorists;
 Terrorist
organizations; and
 Narcotics
traffickers;
as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States Treasury's web site – http//www.treas.gov/ofac.

In accordance
with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC.

Other limitations on the premiums and payments also apply.

IL P 001 01 04 © ISO Properties, Inc., 2004 Page 1 of 1 DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 179
CC-1K11i (02/18)

SIGNATURES
Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
CC1K11i0218
Policy Symbol
EON
Policy Number
EONCAF150727142-
002
Policy Period
09-04-2020 to 09-04-2021
Effective Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company

THE ONLY COMPANY APPLICABLE TO THIS POLICY IS THE COMPANY NAMED ON THE FIRST PAGE OF THE DECLARATIONS.

By signing and delivering the policy to you, we state that it is a valid contract.

INDEMNITY INSURANCE COMPANY OF NORTH AMERICA (A stock company) BANKERS STANDARD INSURANCE COMPANY (A stock company)
ACE AMERICAN INSURANCE COMPANY (A stock company)
ACE PROPERTY AND CASUALTY INSURANCE COMPANY (A stock company) INSURANCE COMPANY OF NORTH AMERICA (A stock company)
PACIFIC EMPLOYERS INSURANCE COMPANY (A stock company)
ACE FIRE UNDERWRITERS INSURANCE COMPANY (A stock company) WESTCHESTER FIRE INSURANCE COMPANY (A stock company)
436 Walnut Street, P.O. Box 1000, Philadelphia, Pennsylvania 19106-3703 REBECCA L. COLLINS, Secretary JOHN J. LUPICA, President DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 180
PF-46422 (07/15) Page 1 of 1

TRADE OR ECONOMIC SANCTIONS ENDORSEMENT
Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF464220715
Policy Symbol
EON
Policy Number
EONCAF150727142
-002
Policy Period
09-04-2020 To 09-04-2021
Effective Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This insurance does not apply to the extent that trade or economic sanctions or similar laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. All other terms and conditions of policy remain unchanged.

Authorized Agent
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 181
________________________________________
Authorized Representative
PF-19061 (10/05) EO Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF190611005
Policy S ymbol
EON
Policy Number
EONCAF150727142-
002
Policy Period
09-04-2020
to

09-04-2021
Effecti ve Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
Spousal Coverage Extension
It is agreed that Section VI, Conditions, is amended by adding the following subsection:
 Spouses
The spouses and legally recognized domestic partners of Insureds shall be considered Insureds under this Policy, but coverage is afforded only for a Claim arising solely out of their status as a spouse or domestic partner where the Claim seeks damages from marital community property, jointly held property or property transferred from a natural person Insured to such spouse or legally recognized domestic partner. No coverage is provided for any Wrongful Act actually or allegedly committed by such spouse or legally recognized domestic partner. All of the terms and conditions of this Policy including, without limitation, the Retention applicable to Damages and Claims Expenses incurred by Insureds shown in Item 4 of the Declarations shall also apply to Damages and Claims Expenses incurred by such spouses and legally recognized domestic partners.

All other terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 182
Authorized Representative
PF-19236 (12/05) EO Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured

Endorsement Number
Policy S ymbol Policy Number Policy Period
to
Effecti ve Date of Endorsement
Issued By (Name of Insurance Company)

Insured Definition Amended-Leased, Part Time, Seasonal Employees It is agreed that Section II, Definitions, Subsection I, the definition of Insured is amended by adding the following:

Insured also means any leased, part time, or seasonal employees who are natural persons, but only with respect to Professional Services performed on behalf of the Named Insured or a Subsidiary thereof; All other terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 183
________________________________________
Authorized Representative
PF-19806 (02/06) EO Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured

Endorsement Number
Policy S ymbol Policy Number Policy Period
to
Effecti ve Date of Endorsement
Issued By (Name of Insurance Company)

Additional Insured (Automatic Pursuant to Contract)
It is agreed that:

1. Section II, Definitions, subsection I, the definition of Insured, is amended by adding the following:

Insured also means any client or customer of the Named Insured, but only if a written contract entered into by the Named Insured specifically requires that such client or customer be added as an additional Insured for professional liability or errors and omissions insurance, and only for Claims (i) first made on or after the effective date of this endorsement and (ii) for vicarious or imputed liability of such client or customer which results from Wrongful Acts committed solely by the Named Insured.

The Policy will not provide coverage for any Wrongful Act committed by such client or customer referenced above which is added to this Policy as an additional Insured.

2. Section III, Exclusions, is amended by deleting exclusion E, but solely with respect to Claims asserted by such client or customer referenced above for Wrongful Acts actually or allegedly committed by an Insured in the performance of or failure to perform Professional Services.

All other terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 184
________________________________________
Authorized Representative
PF-38981 (01/13) Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured

Endorsement Number

Policy Symbol

Policy Number

Policy Period
to
Effective Date of Endorsement
Issued By (Name of Insurance Company)

False Claims Act Exclusion
It is agreed that Exclusions section of the Policy is amended by adding the following additional exclusion:
 alleging, based upon, arising out of, or attributable to, or directly or indirectly resulting from the False Claims Act (31 U.S.C. §§ 3729-3733), or any similar provision of any federal, state, local or foreign law, or any amendments thereto;
All other terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 185
ALL-21101 (11-06) Ptd. In U.S.A. Page 1 of 1

TRADE OR ECONOMIC SANCTIONS ENDORSEMENT
Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
ALL211011106
Policy S ymbol
EON
Policy Number
EONCAF150727142-
002
Policy Period
09-04-2020 to

09-04-2021
Effecti ve Date of Endorsement
09-04-2020
Issued By (Name of Insurance Company)
ACE Fire Underwriters Insurance Company
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, but not limited to, the payment of claims. All other terms and conditions of policy remain unchanged.

Authorized Agent
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 186

REQUISITION
07/01/2020
ISSUED TO:

Date:

Vendor #: 003374
4238 Mapel Lane
Carmichael, CA 95608-
Russell Branson SHIP TO:
130 CREMONA DRIVE, SUITE B
GOLETA, CA 93117

CITY OF GOLETA
Requisition #: 21CM004
UNITS DESCRIPTION PRICE AMOUNTGL ACCOUNT NUMBERITEM ITEM # 1 0
13c36ad3-6624-4b93-a7b4-ace100b0d8e7
Agreement for Financial Consulting Services
13c36ad3-6624-4b93-a7b4-ace100b0d8e7

0.00 13c36ad3-6624-4b93-a7b4-ace100b0d8e7
101-10-1200-51200 20,000.00
20,000.00TOTAL
SHIPPING:

TOTAL TAX:

SUBTOTAL:

0.00 0.00
20,000.00
Authorized By:

FY20/21 Professional Service Agreement for Financial Consulting Services in conjunction with development of an independent analysis of the City of Goleta’s tax sharing agreement with Santa Barbara County.

Detailed Description:

DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 187