Amendment No.4 to Professional Services Agreement with Russ Branson Consulting — Goleta City Council, June 6, 2023 (part 1 of 2)

CPMS
Agenda Item B.10

CONSENT CALENDAR
Meeting Date: June 6, 2023
TO: Mayor and Councilmembers
FROM: Robert Nisbet, City Manager
CONTACT: Luke Rioux, Finance Director
Ryan Kintz, Assistant to the City Manager
SUBJECT: Amendment No.4 to Professional Services Agreement with Russ Branson Consulting
RECOMMENDATION:

Approve and authorize the City Manager to execute Amendment No. 4 to Professional Services Agreement No. 202 1-015 with Russ Branson Consulting for professional financial consulting services, increasing the contract authority by $40,000 for a total not - to-exceed amount of $114,290, with a term expiring June 30, 2024.

BACKGROUND:

On February 12, 2021, the City Manager authorized a professional services agreement with Russ Branson Consulting (RBC) for financial consulting services to assist the City with analyzing various complex financial related issues such as conducting an independent analysis of the City of G oleta’s tax sharing agreement with Santa Barbara County for an amount not to exceed $20,000 and a term ending June 30, 2021.

On April 26, 2021, the City Manager executed Amendment No. 1 for additional compensation of $12,000 for a new total amount not to exceed $32,000 and additional tasks to include an independent analysis of the Santa Barbara Sheriff’s contract and creation of a cost model in cooperation with the cities of Goleta, Buellton, Solvang and Carpinteria. In addition, the cities of Goleta, Buel lton, Solvang and Carpinteria executed Agreement No. 2021-016, a Memorandum of Understanding for administration and cost sharing for an independent consultant review and analysis of the Sheriff contract costs, with Goleta being the lead in administering th e contract with RBC and a cost share between the cities, with Goleta responsible for 40%, Carpinteria at 25%, and Buellton and Solvang each at 17.5%.

On November 10, 2021, the City Manager executed Amendment No. 2 for additional compensation of $8,000 for a total amount not to exceed $40,000 and additional tasks to include independent analysis pertaining to the FY 22/23 law enforcement services costs and a new law enforcement services agreement commencing FY 23/24. 1 Meeting Date: June 6, 2023

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On April 5, 2022 , the City Council author ized Amendment No. 3 for additional compensation of $34,290 for a total amount not to exceed $ 74,290 for continued law enforcement contract model evaluations and additional tasks to analyze t he Animal Control Services cost study. The Agreement and Amendments 1 through 3 are provided in Attachment 2.

DISCUSSION:

City staff relies on the specialized expertise and resources of financial consultants and advisors to provide expert knowledge, increased efficiency and cost savings for various financial and operation projects. Over the last two years , RBC has provided fi nancial consulting services on three major projects: the tax sharing agreement with the County of Santa Barbara , the law enforcement services agreement with the Santa Barbara County Sheriff’s Office , and the review of the Animal Control Service agreement c ost study. These financial consulting services have included research, technical analysis, independent financial analysis, preparation of reports, memos, presentations and meetings with staff, City Council and the other contract cities (Solvang, Buellton a nd Carpinteria).

This contract amendment extends the work RBC has already done on the Sheriff’s contract to include an evaluation of Santa Barbara County Sheriff contract options for after the FY2 2/23 contract year. The continued work will allow RBC to co nduct further review of other city-county contract models, propose sheriff’s contract cost model options, calculate model outcomes based on historical county data, assist in model structure negotiations and prepare technical memos on behalf of the cities.

Staff is recommending the City Council Approve and authorize the City Manager to execute Amendment No. 4 to Professional Services Agreement No. 2021-015 with Russ Branson Consulting for professional financial consulting services, increasing the contract authority by $40,000 for a total not -to-exceed amount of $114,290, with a term expiring June 30, 2024. Amendment No. 4 is provided in Attachment 1.

FISCAL IMPACTS:

The proposed contract amendment is for an increased amount of $40,000 for a total not- to-exceed contract amount of $114,290 with a termination date of June 30, 2024. These services will be support ed from the City Manager’s budget under Professional Services account 101-10-1200-51200. There is approximately $79,320 in the budget available in the account and no appropriation is needed. Eligible costs will continue to be cost shared with the cities, with Goleta responsible for 40%.

2 Meeting Date: June 6, 2023

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ALTERNATIVES:

The City Council may elect not to authorize this contract amendment as presented and provide staff an alternate direction, however, that may cause a delay in proceeding with negotiating the Sheriff’s Contract cost.

Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
ATTACHMENTS:

1. Amendment No. 4 to Professional Services Agreement No. 2021 -015 with Russ Branson Consulting

2. Professional Services Agreement No. 2021 -015 with Russ Branson Consulting and Amendments No. 1 through No. 3
3 ATTACHMENT 1

Amendment No. 4 to Professional Services Agreement No. 2021-015 with Russ Branson Consulting

4 City of Goleta
Amendment No. 4 to Agreement No. 2021-015

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AMENDMENT NO. 4

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

RUSS BRANSON CONSULTING

This Amendment No. 4 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Russ Branson Consulting, Sole Proprietor (“Consultant”) dated February 21, 2021 (“Agreement,” Agreement No. 2021- 015) is made on this _____ day of ______, 20______.

SECTION A. RECITALS

1. This Agreement is for the professional financial consulting services pertaining to the City of Goleta’s tax sharing agreement with Santa Barbara County and the Sheriff’s contract; and

2. This Agreement has been amended to provide additional compensation for additional tasks and to extend the termination of the agreement (Amendment No. 1, 2, and 3); and

3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $74,290; and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $40,000 for continued tasks; and

5. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2023; and

6. The parties desire to amend the Agreement so as to extend the termination of the Agreement to June 30, 2024; and

7. The City Council approved this Amendment No. 4, on this _____ day of ____, 20_____.

SECTION B. AMENDED TERMS

Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:

1. Subsection (a) of Section 3 . COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $40,000 and to read in its entirety:

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Amendment No. 4 to Agreement No. 2021-015

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(a) Maximum and Rate. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $114,290 (herein "not-to-exceed amount") and shall be earned as the work progresses.

2. Section 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional 12 months to read in its entirety:

The term of this Agreement is from the date first written above to June 30, 2024, unless the 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 insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY’s Project Manager. All services shall be completed within the term of this Agreement following the notice to proceed.

3. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.

In concurrence and witness whereof, this Amendment No. 4 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

____________________________ ______________________________ Robert Nisbet, City Manager Russ Branson

ATTEST:

_____________________________
Deborah Lopez, City Clerk

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY
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Amendment No. 4 to Agreement No. 2021-015

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_____________________________
Winnie Cai, Assistant City Attorney

DocuSign Envelope ID: E15FFCE8-02B4-4E6C-9681-E1A6DD549B49 7 ATTACHMENT 2

Professional Services Agreement No. 2021-015 with Russ Branson Consulting and Amendments No. 1 through No. 3

8 DOCUMENT ROUTING AND APPROVAL FORM
Requires Council Approval:
☐NO
☐YES
Meeting Date:

Requires Vendor Set -up:
☐NO
☐YES
If no, Vendor Number:

Director Level Approval:
☐NO
☐YES
Site Authority:

Provide summary of agreement below:

Document Name and Type: Project Name :

Vendor Name:

Contact Person:

Address:

Phone Number:

Email Address:

Business License Number:

City Project Manager:

Contact Number:

Email Address:

AMOUNT NOT TO EXCEED : ON CALL SERVICES? : ☐NO ☐YES*
*On call s ervices require one spreadsheet to track multiple PO’s COUNCIL APPROPRIATION NEEDED : ☐NO ☐YES*
*May requ ire Purchasing Officer ’s override to input Requis ition

ROUTING PROCESS DESCRIPTION DATE INITIAL
Department Head
Initiation
Authority to initiate agreement
Risk Manager Staff to initiate review of insurance provision in agreement City Attorney Contract review/A pprove as form
Finance Director,
Purchasing Officer
Funding Methods Approved/
Authorized, Purchase
Requisition reviewed.

Requisition Number:

Vendor Staff sends agreement to vendor via DocuSign for electronic signature and requests Insurance documents.

Staff (DocuSign User) Staff receives electronically signed agreement and insurance documents from vendor.

Risk Manager Risk Management shall rate Insurance and provide documents to Project Manager upon approval
City Manager City Manager will approve and sign the agreement.

City Clerk City Clerk will approve and sign the agreement.

FINALIZED ON: INITIAL RESOLUTION NO
(IF APPLICABLE)
Staff Routing Agreement:

Contact Number:

Email Address:

Vendor Staff will assign the vendor to receive a fully executed copy of the agreement via DocuSign.

PLEASE RETURN SIGNED DOCUMENTS TO THE CITY CLERK’S OFFICE

BELOW FOR CITY CLERK PROCESSING ONLY

FILE NUMBER
4/5/2022
Amendment No. 3 to Professional
Services Agreement No. 2021-025 with Russ Branson Consulting for professional financial consulting services, increasing the contract authority by $34,290 for a total not-to-exceed amount of $74,290, with a term expiring June 30, 2023; Professional Services Agreement Amendment
Financial Consulting (Sheriff and Animal Services)
Russ Branson Consulting
Adding $34,290 NTE $74,290
Russ Branson
8608 Glenroy Way, Sacramento, CA 95826
916-747-7834
[email protected]
Luke Rioux
805-562-5508
[email protected]
Shannon Kirn
[email protected]
22CM006
DocuSign Envelope ID: C69A974E-04E1-4305-88FC-FBB0B501B5A3 4/14/2022
4/14/2022
4/14/2022
4/14/2022
4/18/2022
4/18/2022
4/18/2022
4/25/2022

PURCHASE ORDER
07/02/2021
ISSUED TO:

Date:

Vendor #: 003374
Russell Branson
4238 Mapel Lane
Carmichael, CA 95608-
SHIP TO: CITY OF GOLETA
130 CREMONA DRIVE, SUITE B
GOLETA, CA 93117
22CM006PO Number:

Requisition #: 22CM006
130 Cremona Drive, Suite B
Goleta, California 93117
PH: (805) 961-7500
FAX: (805) 685-2635

CITY OF GOLETA
UNITS DESCRIPTION AMOUNTGL ACCT #ITEM PRICEPROJ ACCT #
1 0
da33490b-38ee-43bc-8fe7-addc00baaa70
Agrmt 2021-015 for Financial Consulting Services
da33490b-38ee-43bc-8fe7-addc00baaa70
101-10-1200-51200 10,250.000.00
da33490b-38ee-43bc-8fe7-addc00baaa70da33490b-38ee-43bc-8fe7-addc00baaa70 10,250.00TOTAL
SUBTOTAL: 10,250.00
Approvals

1. 2.

3. Include your PO Number on all invoices.

Email all invoices to [email protected]
If mailing, mail invoices to 130 Cremona Drive, Suite B, Goleta, CA 93117 TOTAL TAX: 0.00
Department:

Finance:

Finance Director:

Date:

Submitting Change Order per Amend 3 to add
$34, 290 Total NTE $74,290
Project codes:

TO-T2210 “Russ Branson – Sheriff Services”
TO-T2211 “Russ Branson – Animal Control
Services”
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Amendment No. 3 to Agreement No. 2021-015

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AMENDMENT NO. 3

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

RUSS BRANSON CONSULTING

This Amendment No. 3 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Russ Branson Consulting, Sole Proprietor (“Consultant”) dated February 12, 2021 (“Agreement,” Agreement No. 2021- 015) is made on this day of , 20 .

SECTION A. RECITALS

1. This Agreement is for the for professional financial consulting services pertaining to the City of Goleta’s tax sharing agreement with Santa Barbara County; .and

2. This Agreement has been amended to provide additional compensation for additional tasks and to extend the termination of the agreement (Amendment No. 1 and 2); and

3. The Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed $40,000; and

4. The parties desire to amend the Agreement so as to provide for additional compensation in the amount of $34,290 for continued and additional tasks; and

5. The Agreement currently provides in Section 6 for the termination of the Agreement on June 30, 2021; and

6. The parties desire to retroactively amend this Agreement so that this Amendment is effective as of June 30, 2021 and the term of the Agreement extends to June 30, 2023; and

7. The Agreement currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services; and

8. The parties desire to amend Exhibit A by adding additional services as more completely and particularly set forth in the Scope of Work, attached as Exhibit "A-3"; and

9. The City Council approved this Amendment No. 3, on this , 20 .
day of
DocuSign Envelope ID: C69A974E-04E1-4305-88FC-FBB0B501B5A3 April
2021-015.3
22 22
5th
5th
April
11 DocuSign Envelope ID: 9BD396FB-1CE5-433A-B0D7-7DC7E726C83B City of Goleta
Amendment No. 3 to Agreement No. 2021-015

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SECTION B. AMENDED TERMS

Now therefore City and Consultant retroactively agree as follows that the Agreement be, and hereby is, amended as of June 30, 2021 as follows:

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $34,290 and to read in its entirety:
(a) M aximum and Rate. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $74,290 (herein "not -to-exceed amount") and shall be earned as the work progresses.

(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 classification). All payments shall be made within 30 days after CITY’s approval of the invoice.

2. S
ection 6. TERM, PROGRESS AND COMPLETION of the Agreement is amended to extend the term for an additional twenty-four months to read in its entirety.

T
he term of this Agreement is from the date first written above to June 30, 2023, unless the term of this Agreement is extended or the Agreement is terminated as provided for herein.

3. This Agreement is amended to delete and replace in its entirety:

Exhibit A “Scope of Work” with Exhibit A-3 “Scope of Work” attached hereto and incorporated herein.

4. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect
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In concurrence and witness whereof, this Amendment No.
executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT
has been

Michelle Greene, City Manager Russ Branson

ATTEST:

_
Deborah Lopez, City Clerk Russ Branson

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_
Winnie Cai, Assistant City Attorney
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EXHIBIT A-3

SCOPE OF WORK

PROJECT NAME: Sheriff Contract
Task 1: Review Other City -County Contract Models. RBC will work to identify and review other costing models used in contracts for policing services in other cities (either between a city and county or two cities). The goal of this review will be to identify potential models that work well for other jurisdictions and could be used or modified to be workable in Santa Barbara County.

Task 2: Propose Sheriff’s Contract Cost Model Options. Based on the work done to date on the currentcost model used by the County and other models used throughout the State for police contract costing, RBC will propose cost -model options to be considered by the cities and proposed to the County. The goals of any costing model should include: fair in setting costs based on services received or used, predictable from year-to-year, auditable to provide confidence in costing, and transparent in what data is used and how that data is collected. Model cost increases should also be consiste nt with the increases in the total cost of patrol and not unduly burden the cities or the County.

Task 3: Calculate Model Outcomes Based on Historical County Data. After discussion on each model option with the cities, RBC will calculate expected costs to the cities and the County under each model deemed reasonable. RBC will use a combination of the detailed FY21 actual costs and/or the current Sheriff budget to estimate costs under each model. RBC will also consider negotiated increases in labor costs for both sworn and non- sworn personnel and trends in pension costing when constructing the costmodels.

The model costing will be used to identify factors that may push a costing model to be unreliable ordifficult to calculate or audit.

Task 4: Assist in Model Structure Negotiations. After development of potential contract-model alternatives, RBC will assist the cities in negotiating a new contract model with the County and their consultant. The RBC work will focus on costing various model options proposed by the County and assisting in leading the negotiations to a fair, transparent and affordable conclusion for the cities.

Task 5: Prepare Technical Memo. RBC will prepare a technical memorandum outlining the cost modelsfrom both the City and County perspective and how the models meet the transparent, predictable, auditable, and fair criteria set out above. The memo will detail the reasoning behind each model and will propose one or more model options to negotiate with the County.

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PROJECT BUDGET

The current budget for this project is $20,000. RBC is proposing to perform the extension of this studyfor an additional not-to-exceed budget of $15,000. The model review and analysis under the first amendment to this contract has exceeded the original $10,250 additional budget by $1,750 . It is requested that the total budget be expanded to include this cost increase. It is hoped that this additional budget wil l be sufficient to get the cities to a new contract model with the County.

A summary of the proposed budget is as follows:
• Current Budget (with first amendment) $20,000
• Additional Budget Request
o Cost Overrun on First Amendment $1,750
o Second Amendment Cost $15,000
Total Budget After Amendment $37,500
RBC bills on a per hour, not-to-exceed basis. The billing rates for Russ Branson remains $200/hour. The table below shows a breakdown of expected costs by task.

SBSO Contract Options and Negotiations
Estimated Cost Per Task

Task

Hours
Cost
($200/Hour)
Cumulative
Cost
Task 1 - Review Other Models 8 $1,600 $1,600
Task 2 - Propose Model Options 20 $4,000 $5,600
Task 3 - Calculate Model Outcomes 10 $2,000 $7,600
Task 4 - Model Structure Negotiations 28 $5,600 $13,200 Task 5 - Technical Memo 9 $1,800 $15,000
Total Cost 75 $15,000

Due to the current pandemic, all work will be conducted remotely; therefore, there will not be travelcost associated with this work.

PROJECT TIMELINE

RBC is available to begin work on this project immediately on this challenging assignment. The projectdata is needed to engage the County in discussions of a new model prior to the County spending too much time in their own model development. To that end, RBC will target the end of March to developand cost several model options in Tasks 1-3. Tasks 4 & 5 will follow this analysis.

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PROJECT NAME: Animal Control Cost Review

Phase I
Phase I will provide an initial analysis and finding of the MGT study and will provide a decision point for the cities to authorize continued study evaluation or to accept the study results.

Task 1: Review MGT Animal Control Study. The County of Santa Barbara hired MGT to conduct a study that allocates Animal Control costs to contracting cities and the unincorporated areas of the County. The result of this study is a significant increase in contract costs for each of the cities. In this task, RBC will review the MGT study assumptions, cost data, allocations of overhead, and other cost -allocation assumptions to determine if the analysis appears to be fair to all agencies and within the bounds of the cost of animal control services being provided. This review will first seek to understand the study assumptions and methodology and then to identify any issues or concerns with the methodology that could lead to errant cost allocations.

Task 2: Present Phase I Findings. Based on the findings from Task 1, RBC will prepare a PowerPoint presentation outlining the MGT study methodology and RBC findings. The purpose of this presentation is to concisely demonstrate the MGT Animal Control costing analysis and to present all issues identified with this methodology. Phase I provides cities an opportunity to accept the MGT cost allocation study as is or to continue with a more in-depth review of the findings to directly challenge key aspects of the MGT study. This will also provide an opportunity to develop a joint path in pursuing in-depth analysis based on the initial review findings. At the end of Phase I , cities will be asked to authorize a transition to Phase II if appropriate.

Phase I Budget. The cost to complete Phase I is estimated to be $5,040 . This includes 16 hours for Task 1 and 8 hours for Task 2. RBC bills at a rate of $210 per hour.

Phase II
Phase II will provide an in-depth analysis of any issues identified during Phase I and will result in specific recommendations for challenge of study findings and alternative costing of Animal Control services if sufficient data is available to do so.

Task 3: In-Depth Analysis of Phase I Findings . Based on the Phase I findings, RBC will provide an in-depth analysis of the MGT study results to identify where the proposed costing does not demonstrate a fair allocation of costs based on the services provided to each city. This analysis will review the underlying cost assumptions, allocation of costs from the Health Department and the County’s administrative services, levels of service provided, historical use of the Animal Control services, and other data used by MGT in the development of their study results. In this task, RBC will approach the MGT analysis DocuSign Envelope ID: C69A974E-04E1-4305-88FC-FBB0B501B5A3 16 DocuSign Envelope ID: 9BD396FB-1CE5-433A-B0D7-7DC7E726C83B City of Goleta
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with a critical, but fair, eye toward determining the proper allocation of costs. This will include discussions with each city on its experience with Animal Control services,-review of current and previous Animal Control budgets, and a determination if services are being expanded, revised, or otherwise changed in a way that can account for the increased costs.

Additionally, RBC will do an narrow review of similar County’s Animal Control costs and city contracts. Service comparison work can be time- consuming and difficult to find apples-to-apples comparisons. The comparison work will be done on a cursory level to primarily determine how in line the County’s costs are with other counties.

Task 4: Develop Recommendations. Based on the analysis is Task 3 , RBC will develop a set of recommendations to review with MGT and County to revise the proposed Animal Control costs as appropriate. Each recommendation will be fact -based and will attempt to be laid out in a persuasive manner. Municipal agencies continue to face increasing cost pressures, and the County is attempting to ensure that it is not subsidizing the cities with their Animal Control contracts. To be effective, recommendations will need to focus on a clear set of issues and concerns that avoids an inappropriate shift of costs from the County to the contracting cities. The recommendations will focus primarily on this goal.

Task 5: Prepare Technical Memo. RBC will prepare a technical memorandum outlining the analysis performed, specific findings of the MGT study methodology, and recommendations to revise the Animal Control costing. The purpose of the memo will be to provide a detailed record of the reasoning behind any city request to change the cost allocation methodology. The technical memo will be paired with a summary PowerPoint presentation that can be used to communicate findings to the County and City Councils, as desired.

Phase II Budget. The cost to complete Phase II is estimated to be $10,500. This includes 32 hours for Task 3, 10 hours for Task 4, and 8 hours for Task 5 . RBC bills at a rate of $210 per hour.

Task 6: Present Study to Each City. Depending on the overall outcome of the analysis, cities may desire separate presentations to City Councils outlining the analysis and recommendations for changes to the Animal Control proposed contract costs. This proposal assumes the presentation of results to the cities contracting for RBC services, the County Health Department, and MGT. If separate City Council presentations are requested, they will be billed at a flat fee of $500 each.

PROJECT BUDGET
The budget for Phase I and Phase II is $15,540. An additional flat fee of $500 per city will be charged for separate City County presentations. RBC bills on an hourly, not-to- DocuSign Envelope ID: C69A974E-04E1-4305-88FC-FBB0B501B5A3 17 DocuSign Envelope ID: 9BD396FB-1CE5-433A-B0D7-7DC7E726C83B City of Goleta
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exceed basis; therefore, cities will not be billed for work beyond the authorized maximum budget without prior written approval.

A summary of the proposed budget is as follows:
• Phase I $5,040
• Phase II $10,500
• Council Presentations $500 each (flat fee)

The billing rates for Russ Branson is $210/hour.

Due to the current pandemic, all work will be conducted remotely; therefore, there will be no travel cost associated with this work.

PROJECT TIMELINE
RBC is available to begin work on this project once the Animal Control study is made available to the cities. Because the County and cities are in the process of setting their budget for the coming fiscal year, time is of the essence. To that end, RBC will target two weeks to complete the Phase I analysis and four to six weeks to complete the entire study, if authorized. Meetings will be held throughout this timeframe to keep the cities informed of study progress and to strategize of study findings.

DocuSign Envelope ID: C69A974E-04E1-4305-88FC-FBB0B501B5A3 18 By Todd Mitchell at 11:49 am, Apr 13, 2022
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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. 09-04-2021 To 12:01a.m. 09-04-2022 (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

By Todd Mitchell at 11:51 am, Apr 13, 2022
DocuSign Envelope ID: C69A974E-04E1-4305-88FC-FBB0B501B5A3 22 PF-38130CA (04/17 ) Page 2 of 3
(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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 23 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 24 ________________________________________
Authorized Representative
PF-23294c (03/10) Page 1 of 1
EO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF23294c0310
Policy Symbol
EON
Policy Number
EONCAF150727142-
003
Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
Issued By (Name of Insurance Company)
ACE
Fire Underwriters 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 25 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-
003
Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 26 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
-003
Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 27 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 28 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
42-003
Policy Period
09-04-2021 To 09-04-2022
Effective Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 29 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-
003
Policy Period
09-04-2021 To

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 30 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-
003
Policy Period
09-04-2021 To

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 31 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 32 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 33 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
2-003

Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 34 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-
003
Policy Period
09-04-2021 To

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 35 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
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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.

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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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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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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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 40 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 41 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.

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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.

DocuSign Envelope ID: C69A974E-04E1-4305-88FC-FBB0B501B5A3 46 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 47 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 48 CC-1K11i (02/18)

SIGNATURES
Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
CC1K11i0218
Policy Symbol
EON
Policy Number
EONCAF150727142-
003
Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 49 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
-003
Policy Period
09-04-2021 To 09-04-2022
Effective Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 50 ________________________________________
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-
003
Policy Period
09-04-2021
to

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 51 Authorized Representative
PF-19236 (12/05) EO Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF192361205
Policy S ymbol
EON
Policy Number
EONCAF150727142-
003
Policy Period
09-04-2021
to

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
Issued By (Name of Insurance Company)
ACE Fire Underwriters 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:

DocuSign Envelope ID: C69A974E-04E1-4305-88FC-FBB0B501B5A3 52 ________________________________________
Authorized Representative
PF-19806 (02/06) EO Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF198060206
Policy S ymbol
EON
Policy Number
EONCAF150727142-
003
Policy Period
09-04-2021
to

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
Issued By (Name of Insurance Company)
ACE Fire Underwriters 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 53 ________________________________________
Authorized Representative
PF-38981 (01/13) Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF389810113
Policy Symbol
EON
Policy Number
EONCAF1507271
42-003

Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
Issued By (Name of Insurance Company)
ACE Fire Underwriters 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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 54 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-
003
Policy Period
09-04-2021 to

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
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: C69A974E-04E1-4305-88FC-FBB0B501B5A3 55 DOCUMENT ROUTING AND APPROVAL FORM
Requires Council Approval:
☐NO
☐YES
Meeting Date:

Requires Vendor Set -up:
☐NO
☐YES
If no, Vendor Number:

Director Level Approval:
☐NO
☐YES
Site Authority:

Provide summary of agreement below:

Document Name and Type: Project Name :

Vendor Name:

Contact Person:

Address:

Phone Number:

Email Address:

Business License Number:

City Project Manager:

Contact Number:

Email Address:

Requisition Number:

Vendor Staff sends agreement to vendor via DocuSign for electronic signature and requests Insurance documents.

Staff (DocuSign User) Staff receives electronically signed agreement and insurance documents from vendor.

Risk Manager Risk Management shall rate Insurance and provide documents to Project Manager upon approval
City Manager City Manager will approve and sign the agreement.

City Clerk City Clerk will approve and sign the agreement.

FINALIZED ON: INITIAL RESOLUTION NO
(IF APPLICABLE)
Staff Routing Agreement:

Contact Number:

Email Address:

Vendor Staff will assign the vendor to receive a fully executed copy of the agreement via DocuSign.

PLEASE RETURN SIGNED DOCUMENTS TO THE CITY CLERK’S OFFICE

BELOW FOR CITY CLERK PROCESSING ONLY

FILE NUMBER
City Manager
Amendment No. 2 to Agreement No. 2021-015 for Financial Consulting Services amended to add a task pertaining to the City’s (and three other contract cities’) law enforcement services costs for FY 22/23 and a new law enforcement services agreement commencing FY 23/24 and to provide for additional compensation in the amount of ten thousand two hundred-fifty dollars ($10,250) for this additional task, inclusive of the $2,250 remaining from Amendment No. 1.

Professional Services Agreement
RNA and Sheriff Contract Analysis
Russ Branson Consulting
Adding $10,250 NTE $40,000
Russ Branson
8608 Glenroy Way, Sacramento, CA 95826
916-747-7834
[email protected]
Luke Rioux
805-562-5508
[email protected]

22CM006
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 11/2/2021
11/3/2021
11/3/2021
11/3/2021
11/8/2021
11/8/2021
11/10/2021
DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 11/10/2021

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 City of Goleta
Amendment No.2 to Agreement No. 2021-015

Page 1 of 3 ends

AMENDMENT NO. 2

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

RUSS BRANSON CONSULTING

This Amendment No. 2 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Russ Branson Consulting, Sole Proprietor (“Consultant”) dated February 12, 2021 (“Agreement,” Agreement No. 2021- 015) is made on this day of , 2021.

RECITALS

A. The parties entered into the Agreement for professional financial consulting services pertaining to the City of Goleta’s tax sharing agreement with Santa Barbara County.

B. Amendment No. 1 to the Agreement dated April 26, 2021 added a task pertaining to negotiation of the City’s (and three other contract cities’) law enforcement services agreement with the County Sheriff and a commensurate increase in compensation of twelve thousand dollars ($12,000), of which $2,250 is unexpended.

C. The parties now desire to further amend the Agreement so as to add a task pertaining to the City’s (and three other contract cities’) law enforcement services costs for FY 22/23 and a new law enforcement services agreement commencing FY 23/24 and to provide for additional compensation in the amount of ten thousand two hundred- fifty dollars ($10,250) for this additional task, inclusive of the $2,250 remaining from Amendment No. 1.

D. The parties desire to approve a new scope of work describing the additional services as more completely and particularly set forth in the Scope of Work, attached as Exhibit "A-2."

NOW, THEREFORE, City and Consultant agree that the Agreement be, and hereby is, amended as follows:

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $8,000 and to read in its entirety:
(a) Maximum and Rate. The total compensation payable to CONSULTANT by CIT Y for the services under this AGREEMENT SHALL NOT EXCEED the sum of $40,000 (herein "not -to-exceed amount") and shall be earned as the work progresses.

DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 November10th
2021-015.2
57 DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 City of Goleta
Amendment No.2 to Agreement No. 2021-015

Page 2 of 3 ends

Russ Branson
(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 classification). All payments shall be made within 30 days after CITY’s approval of the invoice.

2. This Agreement is amended to delete and replace in its entirety:

Exhibit A “Scope of Work” with Exhibit A-2 “Scope of Work” attached hereto and incorporated herein.

3. Except as otherwise specifically provided herein, all other provisions of the Agreement and Amendment No. 1 shall remain in full force and effect.

In concurrence and witness whereof, this Amendment No. 2 has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

Michelle Greene, City Manager

ATTEST:

_
Deborah Lopez, City Clerk Russ Branson

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

_
Winnie Cai, Assistant City Attorney
DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 58 DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 City of Goleta
Amendment No.2 to Agreement No. 2021-015

Page 3 of 3 ends

EXHIBIT A-2

SCOPE OF WORK
Task 1: Project Kick-Off. RBC will work with Natelson Dale to define the data and analysis needs to construct an updated cost model for the Sheriff’s services contract. After an initial call with Natelson Dale, a data request will be developed for the County (and cities, if needed) to begin model construction. The initial kick-off will define the goals, expected outcomes, and principles of the analysis to be conducted.

Task 2: Sheriff’s Contract Cost Model Options. RBC will work with Natelson Dale to develop one or more cost structures for the County-to provide police services to the cities. These models must be: transparent, predictable, auditable, and fair to all parties. As model options are developed, RBC will be in communication with the cities to ensure that the data used—and expected contract outcomes—meet the needs of each City and the County.

Task 3: Review Natelson Dale Model. The Sheriff has contracted with Natelson Dale to construct and maintain the contract cost model. RBC will review the model development process to ensure that the final model meets the needs of each City. Additionally, any model needs to be able to provide regular reports that provide meaningful and regular reporting on services provided.

Any cost -change to provided services must be identified early and clearly backed up with transparent data.

Task 4: Prepare Technical Memo. RBC will prepare a technical memorandum analyzing the cost model from each City’s perspective and how the model meets or does not meet the transparent, predictable, auditable, and fair criteria set out above. If the model does not meet said criteria, RBC will provide recommendations for the individual Cities to assist them in their negotiations with the Sheriff. The memo will also address reporting requirements by both the Cities and the Sheriff, how each City can track the service provided and cost of service through County reporting, and any other matter that the Cities would like addressed.

PROJECT BUDGET
RBC is proposing to perform this study for a not -to-exceed budget of $10,250. This will be an increase to the current project budget, and increase the total not -to-exceed budget to $20,000, including already billed amounts. RBC bills monthly based on worked completed. The billing rate for Russ Branson is $200/hour.

Due to the current pandemic, all work will be conducted remotely; therefore, there will not be travel cost associated with this work.

PROJECT TIMELINE
RBC is available to begin work on this project immediately on this challenging assignment. The project completion will be dependent on Natelson Dale’s work progress, but shall be delivered to the Cities no later than [two months prior to when Sheriff’s negotiations must conclude]. RBC will work diligently with Natelson Dale through development of the new contract cost model.

DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 59 REQUISITION
07/02/2021
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 #: 22CM006
UNITS DESCRIPTION PRICE AMOUNTGL ACCOUNT NUMBERITEM PROJECT # 1 0
40281812-acb8-4917-ac96-add401256d36
Agrmt 2021-015 for Financial Consulting Services
40281812-acb8-4917-ac96-add401256d36

0.00 40281812-acb8-4917-ac96-add401256d36
101-10-1200-51200 10,250.00
10,250.00TOTAL
SHIPPING:

TOTAL TAX:

SUBTOTAL:

0.00 0.00
10,250.00
Authorized By:

Amendment 2 to Professional Service Agreement 2021-015 for RNA and Sheriff Contract Analysis - Financial Consulting Services in conjunction with development of an independent analysis of the City of Goleta’s tax sharing agreement with Santa Barbara County, and negotiation of the County Sheriff law enforcement services agreement, including compensation.

Detailed Description:

PO Description: Agrmt for RNA and Sheriff Contract Analysis DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 60 sep.

Prof Liab.

APPROVED 11/2/2021
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 61 DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 62 DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 63 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.

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

Renewal Policy
Number: EONCAF150727142-003 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. 09-04-2021 To 12:01a.m. 09-04-2022 (Local time at the address shown in Item 1)

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 64 PF-38130CA (04/17 ) Page 2 of 3
(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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 65 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)
-

DATE: 09/04/2019

______________________________
Authorized Representative
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 66 ________________________________________
Authorized Representative
PF-23294c (03/10) Page 1 of 1
EO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF23294c0310
Policy Symbol
EON
Policy Number
EONCAF150727142-
003
Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
Issued By (Name of Insurance Company)
ACE Fire Underwriters 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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 67 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-
003
Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 68 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
-003
Policy Period
09-04-2021 to 09-04-2022
Effective Date of Endorsement
09-04-2021
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:

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

B. Limit of Liability

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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 69 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.

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

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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 70 PF-47760 (05/16) Page 1 of 1
EO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

All other terms and conditions of this Policy remain unchanged.

Authorized Representative
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 71 PF-42381CA (04/17)
Westchester Binding Page 1 of 1

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
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:

All other
terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 72 PF-47462CA (04/17)
Westchester Binding Page 1 of 3

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
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. Section II, Definitions, is amended as follows:
a. Subsection C, the definition of Claim is amended by adding the following:

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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 73 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. Coverage under this Policy shall extend to Wrongful Acts occurring and Claims made anywhere in the world, where legally permissible.

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 74 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.

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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 75 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
2-003

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING:

Authorized Representative
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 76 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-
003
Policy Period
09-04-2021 To

09-04-2022
Effecti ve Date of Endorsement
09-04-2021
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:

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 77 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.

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

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

All other terms and conditions of this Policy remain unchanged. ________________________________________
Authorized Representative
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 78 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:

B. Defense

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 79 PF-18874 (02/06) Page 2 of 10
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:

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.

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.

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;
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 80 PF-18874 (02/06) Page 3 of 10

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

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.

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:

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,
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 81 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.

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;

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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 82 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;

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

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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 83 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

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

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.

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 84 PF-18874 (02/06) Page 7 of 10

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:

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.

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.

D. Representations

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

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.

F. Territory And Valuation
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 86 PF-18874 (02/06) Page 9 of 10

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.

J. Alteration,
Assignment and Headings

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

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

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 88 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)
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U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN
ASSETS CONTROL ("OFAC")

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

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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 90 CC-1K11i (02/18)

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: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 91 PF-46422 (07/15) Page 1 of 1

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Authorized Agent
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 92 ________________________________________
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-
003
Policy Period
09-04-2021
to

All other terms and conditions of this Policy remain unchanged.

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PF-19236 (12/05) EO Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF192361205
Policy S ymbol
EON
Policy Number
EONCAF150727142-
003
Policy Period
09-04-2021
to

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 94 ________________________________________
Authorized Representative
PF-19806 (02/06) EO Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF198060206
Policy S ymbol
EON
Policy Number
EONCAF150727142-
003
Policy Period
09-04-2021
to

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

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.

All other terms and conditions of this Policy remain unchanged.

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 95 ________________________________________
Authorized Representative
PF-38981 (01/13) Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured
Russell Branson dba Russ Branson Consulting
Endorsement Number
PF389810113
Policy Symbol
EON
Policy Number
EONCAF1507271
42-003

DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 96 ALL-21101 (11-06) Ptd. In U.S.A. Page 1 of 1

Authorized Agent
DocuSign Envelope ID: 2C2C6377-72B1-4396-B4D4-01F905330313 DocuSign Envelope ID: BDE45A1A-A265-46B2-A7FC-C3B4F4DCD811 97 '2&80(175287,1*$1'$33529$/)250
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),/(180%(5
003374
City Manager
Amendment No. 1 to Agreement No. 2021-015
Professional Services Agreement RNA and Sheriff Contract Analysis Russ Branson Consulting
$32,000
Russ Branson
4238 Mapel Lane Charmichael, CA 95608
916-747-7834
[email protected]
Luke Rioux
805-562-5508
[email protected]
Sandra R./Ryan Kintz
951-288-6309
[email protected]
21CM004/RK Change Or

98 City of Goleta
Amendment No.1 to Agreement No. 2021-015

Page 1 of 2 ends

AMENDMENT NO. 1

TO A PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF GOLETA
AND

RUSS BRANSON CONSULTING

This Amendment No. 1 to the Professional Services Agreement by and between the City of Goleta, a municipal corporation (“City”) and Russ Branson Consulting, Sole Proprietor (“Consultant”) dated February 12, 2021 (“Agreement,” Agreement No. 2021- 015) is made on this _____ day of April, 2021.

RECITALS
WHEREAS, this Agreement is 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 Agreement currently provides in Section 3 Subsection (a) for the total compensation amount not to exceed twenty thousand ($20,000); and WHEREAS, the parties desire to amend the Agreement so as to provide for additional compensation in the amount of twelve thousand ($12,000) for additional tasks; and
WHEREAS, the Agreement currently provides in Exhibit A entitled “Scope of Work” the complete and particular description of services; and WHEREAS, the parties desire to amend Exhibit A by adding additional services as more completely and particularly set forth in the Scope of Work, attached as Exhibit "A- 1"; and
WHEREAS, the City Manager approved this Amendment No. 1, on this _____ day of April 2021.

AMENDED TERMS

Now therefore City and Consultant agree as follows that the Agreement be, and hereby is, amended as follows:

1. Subsection (a) of Section 3. COMPENSATION AND PAYMENT of the Agreement is amended to add an additional authorized amount of $12,000 and to read in its entirety:
(a) Maximum and Rate . The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT

99 City of Goleta
Amendment No.1 to Agreement No. 2021-015

Page 2 of 2 ends

SHALL NOT EXCEED the sum of $32,000 (herein "not-to-exceed amount") and shall be earned as the work progresses.

2. This Agreement is amended to delete and replace in its entirety:

Exhibit A “Scope of Work” with Exhibit A-1 “Scope of Work” attached hereto and incorporated herein.

3. Except as otherwise specifically provided herein, all other provisions of the Agreement shall remain in full force and effect.

In concurrence and witness whereof, this Amendment No. 1 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

A T T E S T :

_____________________________ ______________________________ Deborah Lopez, City Clerk Russ Branson

APPROVED AS TO FORM:

MICHAEL JENKINS, CITY ATTORNEY

_____________________________
Winnie Cai, Assistant City Attorney

100
Exhibit A-1
Scope of Work

101

ViaEmail February24,2021
LukeRioux
FinanceDirector
CityofGoleta
130CremonaDrive,SuiteB
Goleta,CA93117

DearMr.Rioux:

ThankyouforconsideringRussBransonConsulting(RBC)todevelopanindependentanalysisofthe SantaBarbaraSheriff’scontractwiththecitiesofGoletaBuellton,Solvang,andCarpinteria.Thegoalof thisassignmentistoanalyzeth ecostdriversandallocationmethodologyusedbytheSheriffoverthe lastthreeyearstodetermineifthesecitiesarebeingappropriatelyandfairlycharged. Followingistheproposedscopeofworkforthischallengingproject. SCOPEOFWORK
Task1:DataCollectionandKickͲoffCall.Tostartthisproject,RB Cwillgatherdocumentsneededto initiatetheSheriffcontractanalysis.Followingreviewoftheinitialdata,theRBCteamandthecontract citieswillholdakickͲoffcalltoclarifydataanddiscusspotentialissuesalreadyidentifiedintheSheriff’s costallocation.
Task2:Ana lyze Sheriff’sContractCostModel.BasedonthedataprovidedbySantaBarbaraCounty Sheriff’sDepartmentsandcollectedbytheRBCteam,theRBCteamwillreviewandanalyzetheSheriff’s contractcostmodeltodeterminehowcostͲofͲservicesisarrivedatandhowthesecostsareappliedto thefourcontractcities:Goleta,Buellto
n,Solvang,andCarpinteria.Thisanalysiswillspantheproposed FY22contractallocation,theallocationforFY20andFY21andtrueupsrelatedtobothofthoseyears. TheRBCreviewwillcalculate/confirmtheSheriff’shourlylaborratestodetermineifvalidandreview specificcostdriversforincreasesoverthelastthreeyears(e.g,sa lary,healthcosts,pensionliabilities, retireehealth,otherinsurancepremiums).

Task3:DetermineCostValidity.
BasedontheanalysisperformedinTask2,RBCwilldetermineifallcostsarevalidandtheallocated costsareappropriatetobechargedtothecontra ctcities.RBCwillidentifyanydeficientitems, inaccuraciesorareasthatmaybeofconcernandsuggestanyrecommendationsonthecostmodel. Also,RBCwillseektoidentifyalternativecostingmodelsthatcouldprovidecoststabilityforthecontract citiesandrevenuestabilityfortheSheriff.

Task4:Pre
parePowerPointPresentationandTechnicalMemo.PrepareaPPTsummarizingresults alongwithatechnicalmemodescribingthatdataandanalysisusedincomingtotheconclusions summarizedinthePPT.Thegoalofbothofthesedocumentsistoclearlycommunicateresultsand

102
Page2

4238MapelLane Carmichael,CA95608 (916)747Ͳ7834
[email protected]

clearlydocumenthowSheriff’sallocationofcoststocontractcitiesare,orarenot,supportedbythe datareliedonbytheSheriff.

Task5:PresentFindingstoCityCouncils.RBCwillpresentthePowerPointpresentationsummaryto eachofthecontractcity’scouncils.ThepresentationwillbedeliveredataCityCouncilmeetingopento thegeneralpublic.
PROJECTBU
DGET
RBCisproposingtoperformthisstudyforanotͲtoͲexceedbudgetof$12,000.RBCbillsmonthlybased onworkedcompleted.ThebillingratesfortheRBCteamwillbe: RussBranson,Founder $200/hour
HannahKohanzadeh,contractanalyst $135/hour
Duetothecurrentpande
mic,allworkwillbeconductedremotely;therefore,therewillnotbetravel costassociatedwiththiswork.
PROJECTTIMELINE
RBCisavailabletobeginworkonthisprojectimmediatelyonthischallengingassignment.Adraft PowerPointpresentationfordiscussionwithCityrepresentativeswillbet argeted forthreeweeks followingavailabilityofdatafromtheCountyorexecutionofacontractifthisoccursafterdata availability.TheactualdatefordeliveryofdraftworkproductscanbeconfirmedfollowingtheRBC team’sreviewoftheavailabledataandinitialanalysis.Thetechnicalmemorandumwillbeprepared simultaneous
lywiththePPTpresentationbutcouldlagthepresentationsdependingonthelevelof analysisrequired.

Sincerely,

RussBranson
RussBransonConsulting

103
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.

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
APPROVED 3/2/21
Chub
FICATE
211111111111111111111111111111111

104
PF-38130CA (04/17) Page 2 of 3
(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

105
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

106
________________________________________
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 Symbol Policy Number Policy Period
to
Effective 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

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.

107
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.

108
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:

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

B. Limit of Liability

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

109
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.

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

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

110
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

111
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 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
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:

All other terms and conditions of this Policy remain unchanged.

112
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 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
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 sha ll 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:

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

113
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, archit ect, 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. Coverage under this Policy shall extend to Wrongful Acts occurring and Claims made anywhere in the world, where legally permissible.

114
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.

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.

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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

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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 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
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 om issions, 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.

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• 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:

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

All other terms and conditions of this Policy remain unchanged. ________________________________________
Authorized Representative

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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:

B. Defense

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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PF-18874 (02/06) Page 2 of 10
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:

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.

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.

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;

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

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.

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:

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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on or before the inception date of the Policy, either directly or indirectly, in any combination, by one or more other Subsidiaries.

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;

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;

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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. 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

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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

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.

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.

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.

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.

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.

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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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.

Alteration, Assignment and Headings

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

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:

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.

128
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)

129
IL P 001 01 04
U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN
ASSETS CONTROL ("OFAC")

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.

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.

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.

Authorized Agent

132
________________________________________
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 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
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.

133
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 Symbol Policy Number Policy Period
to
Effective 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.

134
________________________________________
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 Symbol Policy Number Policy Period
to
Effective 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:

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.

All other terms and conditions of this Policy remain unchanged.

135
________________________________________
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.

136
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 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.

Authorized Agent

137

DOCUMENT ROUTING AND APPROVAL FORM
Requires Council Approval:
☐NO
☐YES
Meeting Date:

Requires Vendor Set -up:
☐NO
☐YES
If no, Vendor Number:

Director Level Approval:
☐NO
☐YES
Site Authority:

Provide summary of agreement below:

Document Name and Type: Project Name :

Vendor Name:

Contact Person:

Address:

Phone Number:

Email Address:

Business License Number:

City Project Manager:

Contact Number:

Email Address:

Requisition Number:

Vendor Staff sends agreement to vendor via DocuSign for electronic signature and requests Insurance documents.

Staff (DocuSign User) Staff receives electronically signed agreement and insurance documents from vendor.

Risk Manager Risk Management shall rate Insurance and provide documents to Project Manager upon approval
City Manager City Manager will approve and sign the agreement.

City Clerk City Clerk will approve and sign the agreement.

FINALIZED ON: INITIAL RESOLUTION NO
(IF APPLICABLE)
Staff Routing Agreement:

Contact Number:

Email Address:

Vendor Staff will assign the vendor to receive a fully executed copy of the agreement via DocuSign.

PLEASE RETURN SIGNED DOCUMENTS TO THE CITY CLERK’S OFFICE

BELOW FOR CITY CLERK PROCESSING ONLY

FILE NUMBER
003374
Michelle Greene, City Manager
To develop an independent analysis of the City of Goleta’s tax sharing agreement with Santa Barbara County, and to analyze the Sheriff contract.

AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF GOLETA AND RUSS BRANSON CONSULTING RNA and Sheriff Contract analysis.

Russ Branson Consulting
$20,000
Russ Branson
4238 Mapel Lane Charmichael, CA 95608
(916) 747-7834
[email protected]
Luke Rioux
805 562 5508
[email protected]
Ryan Kintz
951 288 6309
[email protected]
DocuSign Envelope ID: A3EA85E8-205B-475D-9BAF-14319C86C7D4 3/8/2021
3/9/2021
21CM004
3/9/2021
3/9/2021
3/11/2021
3/11/2021
3/11/2021
3/11/2021
3/12/2021

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

Page 1 of 12 ends

Goleta City CouncilJune 6, 2023

Goleta City Council
June 6, 2023