Attachment 2 - Agreement with HDL — Manteca City Council, June 18, 2024

CONTRACT FOR SERVICES
THIS AGREEMENT (“Agreement”) is made and entered into this _______ day of__________, ___________, by and between the CITY OF MANTECA, a municipal corporation of the State of California (hereinafter referred to as "CITY"), and Hinderliter, de Llamas and Associates (HdL)
Consultant
120 S. State College Blvd. Suite 200 Brea, CA 92821

MAILING ADDRESS CITY STATE ZIP
CONSULTANT’S STATE LICENSE CLASSIFICATION & NUMBER (if required) hereinafter referred to as “Consultant”.

WITNESSETH:

A. WHEREAS, CITY desires to enter into this Agreement for services for Tax and Revenue (SUT/TUT/TOT/STR) services.

B. WHEREAS, CITY desires to retain CONSULTANT to provide these services by reason of its qualifications, applicable license(s), and experience for performing such services, and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as follows:

AGREEMENT

1. SCOPE OF SERVICES:

A. Consultant shall do all work, attend all meetings, produce all reports and carry out all activities necessary to completion of the services described in Exhibit “A”. This Contract and its exhibits shall be known as the “Contract Documents.” Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein. In the event of conflict between terms contained in these Contract Documents, the more specific term shall control. If any portion of the Contract Documents shall be in conflict with any other portion, provisions contained in the Contract shall govern over conflicting provisions contained in the exhibits to the Contract. To eliminate doubt, in the case of conflict between Consultant's proposal or Consultant's attachments and the City's Contract and ATTACHMENT 2
attachments, the City's Contract and attachments shall take precedence over Consultant's proposal and attachments.

B. Consultant enters into this Contract as an independent contractor and not as an employee of the City. The Consultant shall have no power or authority by this Contract to bind the City in any respect. Nothing in this Contract shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Contract.

C. The Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research.

2. TERM OF CONTRACT
A. The services of Consultant are to commence upon execution of this Agreement and shall be completed and this Contract terminated on 6/30/2027, unless otherwise extended in writing by the mutual agreement of both parties.

B. The City Manager or his or her designee may, by written instrument signed by the Parties, extend the duration of this Contract in the manner provided in Section 5, provided that the extension does not require the payment of compensation in excess of the maximum compensation set forth in Section 3, Compensation.

3. COMPENSATION:

A. The Consultant shall be paid in accordance to the attached Payment Schedule in Exhibit “C”. Consultant charges separately for certain costs incurred in the representation, as well as for any disbursements to third parties made on City's behalf. Such costs and disbursements include, for example, the following: mileage (at the IRS rate in effect at the time the travel occurs), overnight delivery and messenger services. Consultant shall be reimbursed for expenses related to travel, for example (flights, hotels, meals). However, Consultant shall not make travel arrangements or incur costs on behalf of City without prior written authorization to incur said expenses and in no event shall total compensation under this Contract exceed ONE HUNDRED FIFTEEN THOUSAND DOLLARS ($115,000.00) without City’s prior written approval.

City shall be responsible for monitoring and enforcement of the “not-to-exceed” amount. Should the compensation owed to Consultant meet or exceed the “not-to-exceed” amount, the City may instruct Consultant to cease providing services. If the City does not give Consultant such an instruction, then, notwithstanding the “not-to-exceed” amount, City hereby authorizes Consultant to continue to provide services under the Agreement and agrees to compensate Consultant for those services. Nothing in this agreement shall be construed to require Consultant to provide services for which no fee would be paid.

The Contingent Fee is not subject to the NTE Amount limitation set forth herein.

B. Said amount shall be paid upon submittal of monthly billings showing completion of the tasks that month. Consultant shall furnish City with invoices for all expenses as well as for all materials authorized by this Contract. The invoices shall be submitted with the monthly billings.

ATTACHMENT 2
C. If the work is halted at the request of the City, compensation shall be based upon the proportion that the work performed bears to the total work required by this Contract, subject to Section 4.

4. TERMINATION:

A. This Contract may be terminated by either party, provided that the other party is given not less than thirty (30) calendar days’ written notice (delivered by registered mail) of intent to terminate.

B. The City may temporarily suspend this Contract, at no additional cost to City, provided that the Consultant is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If City gives such notice of temporary suspension, Consultant shall immediately suspend its activities under this Contract.

C. Notwithstanding any provisions of this Contract, Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of this Contract by Consultant, and the City may withhold any payments due to Consultant until such time as the exact amount of damages, if any, due the City from Consultant is determined.

D. In the event of termination, the Consultant shall be compensated as provided for in this Contract, except as provided in Section 4C. Upon termination, the City shall be entitled to all work, including but not limited to, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date in accordance with Section 7 hereof.

5. AMENDMENTS, CHANGES OR MODIFICATIONS:

Amendments, changes or modifications in the terms of this Contract may be made at any time by mutual written agreement between the parties hereto and shall be signed by the persons authorized to bind the parties hereto.

6. EXTENSIONS OF TIME:

Consultant may, for good cause, request extensions of time to perform the services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Contract in the manner provided in Section 5.

7. PROPERTY OF CITY:

A. It is mutually agreed that all final materials prepared by the Consultant under this Contract shall become the property of the City, and the Consultant shall have no property right therein whatsoever. Immediately upon termination, the City shall be entitled to, and the Consultant shall deliver to the City, all data, drawings, specifications, reports, estimates, summaries and other such materials as may have been prepared or accumulated to date by the Consultant in performing this Contract which is not Consultant’s privileged information, as defined by law, or Consultant’s personnel information, along with all other property belonging exclusively to the City which is in the Consultant’s possession.

ATTACHMENT 2
B. Additionally, it is agreed that the parties intend this to be a contract for services and each considers the products and results of the services to be rendered by Consultant hereunder (the “Work”) to be a work made for hire. Consultant acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of the City.

8. COMPLIANCE WITH ALL LAWS:

A. Consultant shall comply with all applicable laws, ordinances, and codes of federal, State and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. It shall be City’s responsibility to obtain all rights of way and easements to enable Consultant to perform its services hereunder. Consultant shall assist City in providing the same.

B. Consultant warrants to the City that it is licensed by all applicable governmental bodies to perform this Contract and will remain so licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the Work, the necessary experience, skill and financial resources to enable it to perform this Contract.

9. WARRANTIES AND RESPONSIBILITIES - CONSULTANT:

A. Consultant agrees and represents that it is qualified to properly provide the services set forth in Exhibit “A” in a manner which is consistent with the generally accepted standards of Consultant’s profession.

B. Consultant agrees and represents that the work performed under this Contract shall be in accordance with applicable federal, State and local law in accordance with Section 17A hereof.

C. Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Contract. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant, or is replaced with the written approval of the City, which approval shall not be unreasonably withheld.

D. Consultant shall provide corrective services without charge to the City for services which fail to meet the above professional and legal standards and which are reported to Consultant in writing within sixty (60) days of discovery. Should Consultant fail or refuse to perform promptly its obligations, the City may render or undertake performance thereof and the Consultant shall be liable for any expenses thereby incurred.

10. SUBCONTRACTING:

None of the services covered by this Contract shall be subcontracted without the prior written consent of the City, which will not be unreasonably withheld. Consultant shall be as fully responsible to the City for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Consultant.

11. ASSIGNABILITY:

ATTACHMENT 2
Consultant shall not assign or transfer any interest in this Contract whether by assignment or novation, without the prior written consent of the City which will not be unreasonably withheld.

However, claims for money due or to become due Consultant from the City under this Contract may be assigned to a financial institution, or to a trustee in bankruptcy, without such approval.

Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the City.

12. INTEREST IN CONTRACT:

Consultant covenants that neither it, nor any of its employees, agents, contractors, subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Contract, nor any other interest which would conflict in any manner or degree with the performance of its services hereunder. Consultant shall make all disclosures required by the City’s conflict of interest code in accordance with the category designated by the City, unless the City Manager determines in writing that Consultant’s duties are more limited in scope than is warranted by the category designated by the City code and that a narrower disclosure category should apply. Consultant also agrees to make disclosure in compliance with the City conflict of interest code if, at any time after the execution of this Contract, City determines and notifies Consultant in writing that Consultant’s duties under this Contract warrant greater disclosure by Consultant than was originally contemplated. Consultant shall make disclosures in the time, place and manner set forth in the conflict of interest code and as directed by the City.

13. MATERIALS CONFIDENTIAL:

All of the materials prepared or assembled by Consultant pursuant to performance of this Contract are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

14. LIABILITY OF CONSULTANT-NEGLIGENCE:

Consultant shall be responsible for performing the work under this Contract in a manner which is consistent with the generally-accepted standards of the Consultant’s profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors. The City shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Consultant or its employees, agents, contractors or subcontractors.

15. INDEMNITY AND LITIGATION COSTS:

Consultant agrees to defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers, from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith), arising out of Consultant's performance of this Agreement, or Consultant's failure to comply with any of its obligations contained in this Agreement; excluding, however, any claim arising out of the active negligence or willful misconduct of the City, its officers, agents, employees, or volunteers. In no event will any of Consultant be liable for any City monies not collected by Consultant, or any special, incidental, or consequential damages of any nature whatsoever, even if such restrictions deprive one or more remedies of their essential purpose, unless such damages arise from the gross negligence or willful misconduct of Consultant.

Consultant's duty to indemnify and hold harmless the City shall not apply to · claims for liability ATTACHMENT 2
that arise from the issuance or nonissuance of any registration, license, permit, or exemption.

This damage exclusion is independent of any remedies provided for herein, but in no way shall otherwise limit any other rights of the City.

16. CONSULTANT TO PROVIDE INSURANCE:

A. Consultant shall not commence any work before obtaining, and shall maintain in force at all times during the duration and performance of this Contract, the policies of insurance specified in this Section. Such insurance must have the approval of the City as to limit, form, and amount, and shall be placed with insurers with a current A.M. Best’s rating of no less than A VII (an NR rating is acceptable for Worker’s Compensation insurance written with the State Compensation Insurance Fund of California).

B. Prior to execution of this Contract and prior to commencement of any work, the Consultant shall furnish the City with certificates of insurance and copies of endorsements providing evidence of coverage for all policies required by the Contract. The Consultant and its contractors and subcontractors shall, at their expense, maintain in effect at all times during the performance of work under the Contract not less than the following coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to the City. The maintenance by Consultant and its contractors and subcontractors of the following coverage and limits of insurance is a material element of this Contract. The failure of Consultant or of any of its contractors or subcontractors to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of this Contract.

Approval of the insurance by the City shall not relieve or decrease any liability of Consultant.

1. Commercial General Liability Insurance.
a. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence and four million dollars ($4,000,000) minimum limit for general aggregate for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Consultant’s general liability policies shall be primary and shall not seek contribution from the City’s coverage, and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction projects, an endorsement providing completed operations coverage for the additional insured, ISO form CG 20 37 (or equivalent), is also required. b. Any failure to comply with reporting provisions of the policies by Consultant shall not affect coverage provided the City. c. Coverage shall state that Consultant insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
d. Coverage shall contain a waiver of subrogation in favor of the City.

ATTACHMENT 2

2. Automobile Liability. If the vehicles are brought onto city facilities, covering any auto, or of Contractor has no owned autos, hired, and non-owned autos, the Contractor shall maintain automobile liability with limits no less than one million dollars ($1,000,000) minimum limit per accident for bodily injury and property damage.

3. Workers’ Compensation and Employers’ Liability. Consultant shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Consultant shall submit to City, along with the certificate of insurance, a waiver of subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

4. Professional Liability. Consultant shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement, and Contractor agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

5. All Coverages.
a. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days' prior written notice has been given to the City, except that ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium. b. All self-insurance, self-insured retentions, and deductibles must be declared and approved by the City.
c. Evidence of Insurance - Prior to commencement of work, the Consultant shall furnish the City with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above. The Consultant must agree to provide complete, certified copies of all required insurance policies if requested by the City.
d. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an A.M. Best rating of A- VII or higher. e. Subcontractors and Consultants - A category of risk and the applicable insurance requirements will be determined on a “per subcontractor” or “per consultant” basis, considering the particular work to be done by the subcontractor or consultant and the interrelationship of that work to other work being conducted by the Consultant.

6. No other provision of this Agreement or any attachment thereto shall reduce the insurance or indemnity obligations imposed under this Section.

C. In addition to any other remedy the City may have, if Consultant fails to maintain the insurance coverage as required in this Section, the City may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as is required herein, and the City may deduct the cost of such insurance from any amounts due or which may become due Consultant under this Contract.

ATTACHMENT 2
D. No policy required by this Contract shall be suspended, cancelled, terminated by either party, or reduced in coverage or in limits unless Consultant has provided thirty (30) days prior written notice by certified mail, return receipt requested, to the City.

E. Any deductibles or self-insured retentions in excess of $10,000 must be declared to, and approved by, the City.

F. The requirement as to types, limits, and the City’s approval of insurance coverage to be maintained by Consultant are not intended to, and shall not in any manner, limit or qualify the liabilities and obligations assumed by Consultant under the Contract.

17. MISCELLANEOUS PROVISIONS:

A. Compliance with Laws. Consultant shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work.

B. Unlawful Acts. Consultant shall not engage in unlawful employment discrimination.

Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship, or sexual orientation.

C. Record Retention. Consultant shall maintain and make available for inspection by the City and its auditors accurate records of all of its costs, disbursements and receipts with respect to any work under this Contract. Such inspections may be made during regular office hours at any time until six (6) months after the final payments under this Contract are made to the Consultant.

D. Notice. All notices that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties at the following addresses:

City: Consultant:

Shay Narayan
Finance Director
City of Manteca
1001 W. Center St.

Manteca, CA 95337
Robert Gray
Vice President
HdL Companies
120 S. State College Blvd. Suite 200
Brea, CA 92821
714-879-5000
[email protected]
E. Governing Law and Venue. This Contract shall be interpreted and governed by the laws of the State of California, and any legal action relating to this Contract shall take place in the Superior Court, County of San Joaquin.

ATTACHMENT 2
F. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Contract.

G. Severability. If any provision of this Contract is held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Contract shall continue in full force and effect.

H. Mediation. In the event of any controversy or claim arising out of or relating to this Agreement or the Services provided by Consultant (each referred to as a “Dispute” and all collectively referred to as the “Disputes”), the Parties shall try to resolve all Disputes through good faith, direct discussions involving the representatives of each Party who possess the necessary authority to resolve such Dispute. If direct discussions are unsuccessful in resolving a Dispute, the Parties shall endeavor to resolve the matter by mediation through and administered by JAMS or its successor in interest. JAMS shall provide the parties with the name of five () qualified mediators. Each party shall the option to strike two of the five mediators selected by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

I. Costs and Attorney' Fees. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.

J. Entire Agreement. This Contract constitutes the entire agreement between the parties relative to the services specified herein and no modification hereof shall be effective unless and until such modification is evidenced by a writing signed by both parties to this Contract. There are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in the writing.

K. Execution. This Contract may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.

L. Authority to Enter Agreement Consultant warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Contract. Each party warrants to the other that the signature to this Contract have the legal power, right, and authority to enter into this Contract and to bind each party.

CITY OF MANTECA
By: __________________________
Toni Lundgren, City Manager
0,30)}}
ATTACHMENT 2
ATTEST:

By: _____________________________
Cassandra Candini-Tilton, City Clerk
APPROVED AS TO FORM:

By: _____________________________
City Attorney Name, City Attorney Title

CONSULTANT
By:
_________________________
Vice President: Robert Gray
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ATTACHMENT 2

EXHIBIT A
Consultant Proposal/Scope of Work
ATTACHMENT 2

EXHIBIT B
CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700
[Labor Code § 1861]
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

CONSULTANTS
By:
[Title]
ATTACHMENT 2
05/31/2024
Marsh Affinity
a division of Marsh USA LLC.

PO BOX 14404
Des Moines, IA 50306-9686
Marsh Affinity
800-743-8130
[email protected]
AIU Insurance Company 19399
A
07/01/2024 07/01/2025
2,000,000
2,000,000
2,000,000
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F:

Hinderliter de Llamas & Associates
120 S State College Blvd Suite 200
Brea, CA 92821
X WC 088412194 CA
All worksite employees working for Hinderliter de Llamas & Associates paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF City of Manteca, its elected and appointed officers, officials, employees, agents and volunteer AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT.

City of Manteca, its elected and appointed officers, officials, employees, agents and volunteer
1001 W. Center Street
Manteca, CA 95337
X
ATTACHMENT 2
POLICY NUMBER: COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CA 20 48 10 13 © Insurance Services Office, Inc., 2011

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured:

Endorsement Effective Date:

SCHEDULE
Name Of Person(s) Or Organization(s):

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II –
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I – Covered Autos
Coverages of the Auto Dealers Coverage Form.

TCP702275411
City of Manteca, its elected and appointed officers, officials, employees, agents and volunteer 1001 W. Center Street Manteca, CA 95337 ATTACHMENT 2
WAIVER OF SUBROGATION IN FAVOR OF City of Manteca, its elected and appointed officers, officials, employees, agents and volunteer AS RESPECTS OF JOB PERFORMED BY Hinderliter de Llamas & Associates AS REQUIRED BY WRITTEN CONTRACT.

City of Manteca, its elected and appointed officers, officials, employees, agents and volunteer
1001 W. Center Street
Manteca, CA 95337
07/01/2024 WC 088412194 CA
AIU Insurance Company
ADP TotalSource DE IV, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F:

Hinderliter de Llamas & Associates
120 S State College Blvd Suite 200
Brea, CA 92821
ATTACHMENT 2

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
6/5/2024
Woodruff Sawyer
2 Park Plaza, Suite 500
Irvine CA 92614
WS Certificates 844-972-6326 [email protected] Berkley National Insurance Company 38911 HDLCOMP-01 Hudson Excess Insurance Company 14484 Hinderliter de Llamas & Associates
HdL Software, LLC.
120 S. State College Blvd, Suite 200
Brea, CA 92821
327701339
A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X
Y Y TCP702275411 5/26/2024 5/26/2025
2,000,000
A 1,000,000 XY TCP702275411 5/26/2024 5/26/2025
A X X
TCP702275411 5/26/2024
5,000,000 Y 5/26/2025
5,000,000 X
None
B E&O/Cyber Liability EET1416702 5/26/2024 5/26/2025 Per Claim/Aggregate $2,000,000 Retroactive Date for Professional Liability- 2/15/2013.

Line Of Coverage: Crime
Policy # 82556901
Effective Date: 5/26/2024 - 5/26/2025
Carrier: Federal Insurance Company NAIC # 20281
Crime Limit: $1,000,000
See Attached...

City of Manteca, its elected and appointed officers,
officials, employees, agents and volunteer
1001 W. Center Street
Manteca, CA 95337
ATTACHMENT 2
ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

HDLCOMP-01 1 1
Woodruff Sawyer
Hinderliter de Llamas & Associates
HdL Software, LLC.
120 S. State College Blvd, Suite 200
Brea, CA 92821
25 CERTIFICATE OF LIABILITY INSURANCE
City of Manteca, its elected and appointed officers, officials, employees, agents and volunteers are included as Additional Insured as respects General Liability, Automobile Liability and Umbrella Liability on a Primary and Non-contributory basis with a waiver of subrogation to the extent provided in the selected pages of the attached forms.

ATTACHMENT 2

COMMERCIAL LIABILITY UMBRELLA
CU 00 01 04 13
COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM_CU 00 01_04/13 CU 00 01 04 13 © Insurance Services Office, Inc., 2012

COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM
Various provisions in this policy restrict coverage.

Read the entire policy carefully to determine rights,
duties and what is and is not covered.

Throughout this policy the words "you" and "your"
refer to the Named Insured shown in the
Declarations, and any other person or organization
qualifying as a Named Insured under this policy. The
words "we", "us" and "our" refer to the company
providing this insurance.

The word "insured" means any person or
organization qualifying as such under Section II –
Who Is An Insured.

Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V
–Definitions.

SECTION I – COVERAGES
COVERAGE A – BODILY INJURY AND

PROPERTY DAMAGE LIABILITY

1. Insuring Agreement
a. We will pay on behalf of the insured the
"ultimate net loss" in excess of the "retained
limit" because of "bodily injury" or "property
damage" to which this insurance applies. We
will have the right and duty to defend the
insured against any "suit" seeking damages
for such "bodily injury" or "property damage"
when the "underlying insurance" does not
provide coverage or the limits of "underlying
insurance" have been exhausted. When we
have no duty to defend, we will have the right
to defend, or to participate in the defense of,
the insured against any other "suit" seeking
damages to which this insurance may apply.

However, we will have no duty to defend the
insured against any "suit" seeking damages
for "bodily injury" or "property damage" to
which this insurance does not apply. At our
discretion, we may investigate any
"occurrence" that may involve this insurance
and settle any resultant claim or "suit" for
which we have the duty to defend. But:
(1) The amount we will pay for the "ultimate
net loss" is limited as described in Section
III – Limits Of Insurance; and
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Supplementary
Payments – Coverages A and B.
b. This insurance applies to "bodily injury" or
"property damage" that is subject to an
applicable "retained limit". If any other limit,
such as a sublimit, is specified in the
"underlying insurance", this insurance does
not apply to "bodily injury" or "property
damage" arising out of that exposure unless
that limit is specified in the Declarations under
the Schedule of "underlying insurance".
c. This insurance applies to "bodily injury" and
"property damage" only if:
(1) The "bodily injury" or "property damage" is
caused by an "occurrence" that takes
place in the "coverage territory";
(2) The "bodily injury" or "property damage"
occurs during the policy period; and
(3) Prior to the policy period, no insured listed
under Paragraph 1.a. of Section II – Who
Is An Insured and no "employee"
authorized by you to give or receive notice
of an "occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the policy period, that the
"bodily injury" or "property damage"
occurred, then any continuation, change
or resumption of such "bodily injury" or
"property damage" during or after the
policy period will be deemed to have been
known prior to the policy period.
d. "Bodily injury" or "property damage" which
occurs during the policy period and was not,
prior to the policy period, known to have
occurred by any insured listed under
Paragraph 1.a. of Section II – Who Is An
Insured or any "employee" authorized by you
to give or receive notice of an "occurrence" or
claim, includes any continuation, change or
resumption of that "bodily injury" or "property
damage" after the end of the policy period.

TCP702275411
ATTACHMENT 2
© Insurance Services Office, Inc., 2012
e. "Bodily injury" or "property damage" will be
deemed to have been known to have occurred
at the earliest time when any insured listed
under Paragraph 1.a. of Section II – Who Is An
Insured or any "employee" authorized by you
to give or receive notice of an "occurrence" or
claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or any
other insurer;
(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
f. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or death
resulting at any time from the "bodily injury".

2. Exclusions
This insurance does not apply to:
a. Expected Or Intended Injury
"Bodily injury" or "property damage" expected
or intended from the standpoint of the insured.

This exclusion does not apply to "bodily injury"
resulting from the use of reasonable force to
protect persons or property.
b. Contractual Liability
"Bodily injury" or "property damage" for which
the insured is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages:
(1) That the insured would have in the
absence of the contract or agreement; or
(2) Assumed in a contract or agreement that is
an "insured contract", provided the "bodily
injury" or "property damage" occurs
subsequent to the execution of the contract
or agreement. Solely for the purposes of
liability assumed in an "insured contract",
reasonable attorneys' fees and necessary
litigation expenses incurred by or for a
party other than an insured are deemed to
be damages because of "bodily injury" or
"property damage", provided:
(a) Liability to such party for, or for the cost
of, that party's defense has also been
assumed in the same "insured
contract"; and
(b) Such attorneys' fees and litigation
expenses are for defense of that party
against a civil or alternative dispute
resolution proceeding in which
damages to which this insurance
applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for which
any insured may be held liable by reason of:
(1) Causing or contributing to the intoxication
of any person;
(2) The furnishing of alcoholic beverages to a
person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or use
of alcoholic beverages.

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in:
(a) The supervision, hiring, employment,
training or monitoring of others by that
insured; or
(b) Providing or failing to provide
transportation with respect to any
person that may be under the influence
of alcohol;
if the "occurrence" which caused the "bodily
injury" or "property damage" involved that
which is described in Paragraph (1), (2) or (3)
above.

However, this exclusion applies only if you are
in the business of manufacturing, distributing,
selling, serving or furnishing alcoholic
beverages. For the purposes of this exclusion,
permitting a person to bring alcoholic
beverages on your premises, for consumption
on your premises, whether or not a fee is
charged or a license is required for such
activity, is not by itself considered the business
of selling, serving or furnishing alcoholic
beverages.

This exclusion does not apply to the extent
that valid "underlying insurance" for the liquor
liability risks described above exists or would
have existed but for the exhaustion of
underlying limits for "bodily injury" and
"property damage". To the extent this
exclusion does not apply, the insurance
provided under this Coverage Part for the
liquor liability risks described above will follow
the same provisions, exclusions and
limitations that are contained in the applicable
"underlying insurance", unless otherwise
directed by this insurance.

ATTACHMENT 2
CU 00 01 04 13 © Insurance Services Office, Inc., 2012
d. Workers' Compensation And Similar Laws
Any obligation of the insured under a workers'
compensation, disability benefits or
unemployment compensation law or any
similar law.
e. ERISA
Any obligation of the insured under the
Employee Retirement Income Security Act of
1974 (ERISA), and any amendments thereto
or any similar federal, state or local statute.
f. Auto Coverages
(1) "Bodily injury" or "property damage" arising
out of the ownership, maintenance or use
of any "auto" which is not a "covered auto";
or
(2) Any loss, cost or expense payable under or
resulting from any first-party physical
damage coverage; no-fault law; personal
injury protection or auto medical payments
coverage; or uninsured or underinsured
motorist law.
g. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising out of
and in the course of:
(a) Employment by the insured; or
(b) Performing duties related to the conduct
of the insured's business; or
(2) The spouse, child, parent, brother or sister
of that "employee" as a consequence of
Paragraph (1) above.

This exclusion does not apply to liability
assumed by the insured under an "insured
contract".

With respect to injury arising out of a "covered
auto", this exclusion does not apply to "bodily
injury" to domestic "employees" not entitled to
workers' compensation benefits. For the
purposes of this insurance, a domestic
"employee" is a person engaged in household
or domestic work performed principally in
connection with a residence premises.

This exclusion does not apply to the extent
that valid "underlying insurance" for the
employer's liability risks described above
exists or would have existed but for the
exhaustion of underlying limits for "bodily
injury". To the extent this exclusion does not
apply, the insurance provided under this
Coverage Part for the employer's liability risks
described above will follow the same
provisions, exclusions and limitations that are
contained in the applicable "underlying
insurance", unless otherwise directed by this
insurance.
h. Employment-related Practices
"Bodily injury" to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practices, policies,
acts or omissions, such as coercion,
demotion, evaluation, reassignment,
discipline, defamation, harassment,
humiliation, discrimination or malicious
prosecution directed at that person; or
(2) The spouse, child, parent, brother or sister
of that person as a consequence of "bodily
injury" to that person at whom any of the
employment-related practices described in
Paragraph (a), (b), or (c) above is directed.

This exclusion applies whether the injurycausing event described in Paragraph (a), (b) or (c) above occurs before employment,
during employment or after employment of that
person.

This exclusion applies whether the insured
may be liable as an employer or in any other
capacity, and to any obligation to share
damages with or repay someone else who
must pay damages because of the injury.
i. Pollution
(1) "Bodily injury" or "property damage" which
would not have occurred in whole or part
but for the actual, alleged or threatened
discharge, dispersal, seepage, migration,
release or escape of "pollutants" at any
time; or
(2) "Pollution cost or expense".

ATTACHMENT 2
© Insurance Services Office, Inc., 2012
This exclusion does not apply if valid
"underlying insurance" for the pollution liability
risks described above exists or would have
existed but for the exhaustion of underlying
limits for "bodily injury" and "property
damage". To the extent this exclusion does not
apply, the insurance provided under this
Coverage Part for the pollution risks described
above will follow the same provisions,
exclusions and limitations that are contained in
the applicable "underlying insurance", unless
otherwise directed by this insurance.
j. Aircraft Or Watercraft
"Bodily injury" or "property damage" arising out
of the ownership, maintenance, use or
entrustment to others of any aircraft or
watercraft owned or operated by or rented or
loaned to any insured. Use includes operation
and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft or watercraft that is owned or
operated by or rented or loaned to any
insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises you
own or rent;
(2) A watercraft you do not own that is:
(a) Less than 50 feet long; and
(b) Not being used to carry persons or
property for a charge;
(3) Liability assumed under any "insured
contract" for the ownership, maintenance
or use of aircraft or watercraft;
(4) The extent that valid "underlying insurance"
for the aircraft or watercraft liability risks
described above exists or would have
existed but for the exhaustion of underlying
limits for "bodily injury" or "property
damage". To the extent this exclusion does
not apply, the insurance provided under
this Coverage Part for the aircraft or
watercraft risks described above will follow
the same provisions, exclusions and
limitations that are contained in the
"underlying insurance", unless otherwise
directed by this insurance; or
(5) Aircraft that is:
(a) Chartered by, loaned to, or hired by you
with a paid crew; and
(b) Not owned by any insured.
k. Racing Activities
"Bodily injury" or "property damage" arising out
of the use of "mobile equipment" or "autos" in,
or while in practice for, or while being prepared
for, any prearranged professional or organized
racing, speed, demolition, or stunting activity
or contest.
l. War
"Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents; or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
m. Damage To Property
"Property damage" to:
(1) Property:
(a) You own, rent, or occupy, including any
costs or expenses incurred by you, or
any other person, organization or entity,
for repair, replacement, enhancement,
restoration or maintenance of such
property for any reason, including
prevention of injury to a person or
damage to another's property; or
(b) Owned or transported by the insured
and arising out of the ownership,
maintenance or use of a "covered
auto".
(2) Premises you sell, give away or abandon, if
the "property damage" arises out of any
part of those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody or
control of the insured;
(5) That particular part of real property on
which you or any contractors or
subcontractors working directly or indirectly
on your behalf are performing operations, if
the "property damage" arises out of those
operations; or
ATTACHMENT 2
CU 00 01 04 13 © Insurance Services Office, Inc., 2012
(6) That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it.

Paragraph (2) of this exclusion does not apply
if the premises are "your work" and were never
occupied, rented or held for rental by you.

Paragraphs (1)(b), (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.

Paragraphs (3) and (4) of this exclusion do not
apply to liability assumed under a written
Trailer Interchange agreement.

Paragraph (6) of this exclusion does not apply
to "property damage" included in the
"products-completed operations hazard".
n. Damage To Your Product
"Property damage" to "your product" arising
out of it or any part of it.
o. Damage To Your Work
"Property damage" to "your work" arising out
of it or any part of it and included in the
"products-completed operations hazard".

This exclusion does not apply if the damaged
work or the work out of which the damage
arises was performed on your behalf by a
subcontractor.
p. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property" or
property that has not been physically injured,
arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product" or
"your work"; or
(2) A delay or failure by you or anyone acting
on your behalf to perform a contract or
agreement in accordance with its terms.

This exclusion does not apply to the loss of
use of other property arising out of sudden and
accidental physical injury to "your product" or
"your work" after it has been put to its intended
use.
q. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the loss
of use, withdrawal, recall, inspection, repair,
replacement, adjustment, removal or disposal
of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work, or property is withdrawn
or recalled from the market or from use by any
person or organization because of a known or
suspected defect, deficiency, inadequacy or
dangerous condition in it.
r. Personal And Advertising Injury
"Bodily injury" arising out of "personal and
advertising injury".
s. Professional Services
"Bodily injury" or "property damage" due to
rendering of or failure to render any
professional service. This includes but is not
limited to:
(1) Legal, accounting or advertising services;
(2) Preparing, approving, or failing to prepare
or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings or
specifications;
(3) Inspection, supervision, quality control,
architectural or engineering activities done
by or for you on a project on which you
serve as construction manager;
(4) Engineering services, including related
supervisory or inspection services;
(5) Medical, surgical, dental, X-ray or nursing
services treatment, advice or instruction;
(6) Any health or therapeutic service
treatment, advice or instruction;
(7) Any service, treatment, advice or
instruction for the purpose of appearance
or skin enhancement, hair removal or
replacement, or personal grooming or
therapy;
(8) Any service, treatment, advice or
instruction relating to physical fitness,
including service, treatment, advice or
instruction in connection with diet,
cardiovascular fitness, bodybuilding or
physical training programs;
(9) Optometry or optical or hearing aid
services including the prescribing,
preparation, fitting, demonstration or
distribution of ophthalmic lenses and
similar products or hearing aid devices;
(10) Body piercing services;
(11) Services in the practice of pharmacy;
(12) Law enforcement or firefighting services;
and
(13) Handling, embalming, disposal, burial,
cremation or disinterment of dead bodies.

ATTACHMENT 2
© Insurance Services Office, Inc., 2012
This exclusion applies even if the claims
against any insured allege negligence or other
wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage", involved the rendering of or failure to
render any professional service.
t. Electronic Data
Damages arising out of the loss of, loss of use
of, damage to, corruption of, inability to access
or inability to manipulate electronic data.

However, this exclusion does not apply to
liability for damages because of "bodily injury".

As used in this exclusion, electronic data
means information, facts or programs stored
as or on, created or used on, or transmitted to
or from computer software, including systems
and applications software, hard or floppy
disks, CD-ROMs, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.

This exclusion does not apply if valid
"underlying insurance" for the electronic data
risks described above exists or would have
existed but for the exhaustion of underlying
limits for "bodily injury" and "property
damage". The insurance provided under this
Coverage Part will follow the same provisions,
exclusions and limitations that are contained in
the applicable "underlying insurance", unless
otherwise directed by this insurance.
u. Recording And Distribution Of Material Or
Information In Violation Of Law
"Bodily injury" or "property damage" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003, including any
amendment of or addition to such law;
(3) The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transactions Act (FACTA); or
(4) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA, CAN-SPAM Act of 2003 or FCRA
and their amendments and additions, that
addresses, prohibits, or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material or
information.

COVERAGE B – PERSONAL AND ADVERTISING

INJURY LIABILITY

1. Insuring Agreement
a. We will pay on behalf of the insured the
"ultimate net loss" in excess of the "retained
limit" because of "personal and advertising
injury" to which this insurance applies. We will
have the right and duty to defend the insured
against any "suit" seeking damages for such
"personal and advertising injury" when the
"underlying insurance" does not provide
coverage or the limits of "underlying
insurance" have been exhausted. When we
have no duty to defend, we will have the right
to defend, or to participate in the defense of,
the insured against any other "suit" seeking
damages to which this insurance may apply.

However, we will have no duty to defend the
insured against any "suit" seeking damages
for "personal and advertising injury" to which
this insurance does not apply. At our
discretion, we may investigate any offense that
may involve this insurance and settle any
resultant claim or "suit" for which we have the
duty to defend. But:
(1) The amount we will pay for the "ultimate
net loss" is limited as described in Section
III – Limits Of Insurance; and
(2) Our right and duty to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under Coverages A or B.

ATTACHMENT 2
CU 00 01 04 13 © Insurance Services Office, Inc., 2012

2. Exclusions
This insurance does not apply to:
a. "Personal and advertising injury":
(1) Knowing Violation Of Rights Of Another
Caused by or at the direction of the insured
with the knowledge that the act would
violate the rights of another and would
inflict "personal and advertising injury".
(2) Material Published With Knowledge Of
Falsity
Arising out of oral or written publication, in
any manner, of material, if done by or at
the direction of the insured with knowledge
of its falsity.
(3) Material Published Prior To Policy
Period
Arising out of oral or written publication, in
any manner, of material whose first
publication took place before the beginning
of the policy period.
(4) Criminal Acts
Arising out of a criminal act committed by
or at the direction of the insured.
(5) Contractual Liability
For which the insured has assumed liability
in a contract or agreement. This exclusion
does not apply to:
(a) Liability for damages that the insured
would have in the absence of the
contract or agreement.
(b) Liability for false arrest, detention or
imprisonment assumed in a contract or
agreement.
(6) Breach Of Contract
Arising out of a breach of contract, except
an implied contract to use another's
advertising idea in your "advertisement".
(7) Quality Or Performance Of Goods –
Failure To Conform To Statements
Arising out of the failure of goods, products
or services to conform with any statement
of quality or performance made in your
"advertisement".
(8) Wrong Description Of Prices
Arising out of the wrong description of the
price of goods, products or services stated
in your "advertisement".
(9) Infringement Of Copyright, Patent,
Trademark Or Trade Secret
Arising out of the infringement of copyright,
patent, trademark, trade secret or other
intellectual property rights. Under this
exclusion, such other intellectual property
rights do not include the use of another's
advertising idea in your "advertisement".

However, this exclusion does not apply to
infringement, in your "advertisement", of
copyright, trade dress or slogan.
(10) Insureds In Media And Internet Type
Businesses
Committed by an insured whose business
is:
(a) Advertising, broadcasting, publishing or
telecasting;
(b) Designing or determining content of
web sites for others; or
(c) An Internet search, access, content or
service provider.

However, this exclusion does not apply to
Paragraphs 14.a., b. and c. of "personal
and advertising injury" under the
Definitions section.

For the purposes of this exclusion, the
placing of frames, borders or links, or
advertising, for you or others anywhere on
the Internet, is not by itself, considered the
business of advertising, broadcasting,
publishing or telecasting.
(11) Electronic Chatrooms Or Bulletin
Boards
Arising out of an electronic chatroom or
bulletin board the insured hosts, owns, or
over which the insured exercises control.
(12) Unauthorized Use Of Another's Name Or
Product
Arising out of the unauthorized use of
another's name or product in your e-mail
address, domain name or metatag, or any
other similar tactics to mislead another's
potential customers.
(13) Pollution
Arising out of the actual, alleged or
threatened discharge, dispersal, seepage,
migration, release or escape of "pollutants"
at any time.

ATTACHMENT 2
© Insurance Services Office, Inc., 2012
(14) Employment-related Practices
To:
(a) A person arising out of any:
(i) Refusal to employ that person;
(ii) Termination of that person's
employment; or
(iii) Employment-related practices,
policies, acts or omissions, such as
coercion, demotion, evaluation,
reassignment, discipline,
defamation, harassment,
humiliation, discrimination or
malicious prosecution directed at
that person; or
(b) The spouse, child, parent, brother or
sister of that person as a consequence
of "personal and advertising injury" to
that person at whom any of the
employment-related practices described
in Paragraph (i), (ii) or (iii) above is
directed.

This exclusion applies whether the injurycausing event described in Paragraph (i), (ii) or (iii) above occurs before
employment, during employment or after
employment of that person.

This exclusion applies whether the insured
may be liable as an employer or in any
other capacity, and to any obligation to
share damages with or repay someone
else who must pay damages because of
the injury.
(15) Professional Services
Arising out of the rendering of or failure to
render any professional service. This
includes but is not limited to:
(a) Legal, accounting or advertising
services;
(b) Preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders or drawings
or specifications;
(c) Inspection, supervision, quality control,
architectural or engineering activities
done by or for you on a project on
which you serve as construction
manager;
(d) Engineering services, including related
supervisory or inspection services;
(e) Medical, surgical, dental, X-ray or
nursing services treatment, advice or
instruction;
(f) Any health or therapeutic service
treatment, advice or instruction;
(g) Any service, treatment, advice or
instruction for the purpose of
appearance or skin enhancement, hair
removal or replacement, or personal
grooming or therapy;
(h) Any service, treatment, advice or
instruction relating to physical fitness,
including service, treatment, advice or
instruction in connection with diet,
cardiovascular fitness, bodybuilding or
physical training programs;
(i) Optometry or optical or hearing aid
services including the prescribing,
preparation, fitting, demonstration or
distribution of ophthalmic lenses and
similar products or hearing aid devices;
(j) Body piercing services;
(k) Services in the practice of pharmacy;
(l) Law enforcement or firefighting
services; and
(m) Handling, embalming, disposal, burial,
cremation or disinterment of dead
bodies.

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of
others by that insured, if the offense which
caused the "personal and advertising
injury", involved the rendering of or failure
to render any professional service.
(16) War
However caused, arising, directly or
indirectly, out of:
(a) War, including undeclared or civil war;
(b) Warlike action by a military force,
including action in hindering or
defending against an actual or expected
attack, by any government, sovereign
or other authority using military
personnel or other agents; or
(c) Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.

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(17) Recording And Distribution Of Material
Or Information In Violation Of Law
Arising directly or indirectly out of any
action or omission that violates or is
alleged to violate:
(a) The Telephone Consumer Protection
Act (TCPA), including any amendment
of or addition to such law;
(b) The CAN-SPAM Act of 2003, including
any amendment of or addition to such
law;
(c) The Fair Credit Reporting Act (FCRA),
and any amendment of or addition to
such law, including the Fair and
Accurate Credit Transactions Act
(FACTA); or
(d) Any federal, state or local statute,
ordinance or regulation, other than the
TCPA, CAN-SPAM Act of 2003 or
FCRA and their amendments and
additions, that addresses, prohibits, or
limits the printing, dissemination,
disposal, collecting, recording, sending,
transmitting, communicating or
distribution of material or information.
b. "Pollution cost or expense".

SUPPLEMENTARY PAYMENTS – COVERAGES A
AND B

1. We will pay, with respect to any claim we
investigate or settle, or any "suit" against an
insured we defend, when the duty to defend
exists:
a. All expenses we incur.
b. Up to $2,000 for cost of bail bonds (including
bonds for related traffic law violations) required
because of an "occurrence" we cover. We do
not have to furnish these bonds.
c. The cost of bonds to release attachments, but
only for bond amounts within the applicable
limit of insurance. We do not have to furnish
these bonds.
d. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or "suit",
including actual loss of earnings up to $250 a
day because of time off from work.
e. All court costs taxed against the insured in the
"suit". However, these payments do not
include attorneys' fees or attorneys' expenses
taxed against the insured.
f. Prejudgment interest awarded against the
insured on that part of the judgment we pay. If
we make an offer to pay the applicable limit of
insurance, we will not pay any prejudgment
interest based on that period of time after the
offer.
g. All interest on the full amount of any judgment
that accrues after entry of the judgment and
before we have paid, offered to pay, or
deposited in court the part of the judgment that
is within the applicable limit of insurance.

These payments will not reduce the limits of
insurance.

2. When we have the right but not the duty to defend
the insured and elect to participate in the defense,
we will pay our own expenses but will not
contribute to the expenses of the insured or the
"underlying insurer".

3. If we defend an insured against a "suit" and an
indemnitee of the insured is also named as a
party to the "suit", we will defend that indemnitee
if all of the following conditions are met:
a. The "suit" against the indemnitee seeks
damages for which the insured has assumed
the liability of the indemnitee in a contract or
agreement that is an "insured contract";
b. This insurance applies to such liability
assumed by the insured;
c. The obligation to defend, or the cost of the
defense of, that indemnitee, has also been
assumed by the insured in the same "insured
contract";
d. The allegations in the "suit" and the
information we know about the "occurrence"
are such that no conflict appears to exist
between the interests of the insured and the
interests of the indemnitee;
e. The indemnitee and the insured ask us to
conduct and control the defense of that
indemnitee against such "suit" and agree that
we can assign the same counsel to defend the
insured and the indemnitee; and
f. The indemnitee:
(1) Agrees in writing to:
(a) Cooperate with us in the investigation,
settlement or defense of the "suit";
(b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
"suit";
(c) Notify any other insurer whose
coverage is available to the indemnitee;
and
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(d) Cooperate with us with respect to
coordinating other applicable insurance
available to the indemnitee; and
(2) Provides us with written authorization to:
(a) Obtain records and other information
related to the "suit"; and
(b) Conduct and control the defense of the
indemnitee in such "suit".

So long as the above conditions are met,
attorneys' fees incurred by us in the defense of
that indemnitee, necessary litigation expenses
incurred by us and necessary litigation expenses
incurred by the indemnitee at our request will be
paid as Supplementary Payments.

Notwithstanding the provisions of Paragraph

2.b.(2) of Section I – Coverage A – Bodily Injury
And Property Damage Liability, such payments
will not be deemed to be damages for "bodily
injury" and "property damage" and will not reduce
the limits of insurance.

Our obligation to defend an insured's indemnitee
and to pay for attorneys' fees and necessary
litigation expenses as Supplementary Payments
ends when we have used up the applicable limit
of insurance in the payment of judgments or
settlements or the conditions set forth above, or
the terms of the agreement described in
Paragraph f. above, are no longer met.

SECTION II – WHO IS AN INSURED

1. Except for liability arising out of the ownership,
maintenance or use of "covered autos":
a. If you are designated in the Declarations as:
(1) An individual, you and your spouse are
insureds, but only with respect to the
conduct of a business of which you are the
sole owner.
(2) A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only
with respect to the conduct of your
business.
(3) A limited liability company, you are an
insured. Your members are also insureds,
but only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
(4) An organization other than a partnership,
joint venture or limited liability company,
you are an insured. Your "executive
officers" and directors are insureds, but
only with respect to their duties as your
officers or directors. Your stockholders are
also insureds, but only with respect to their
liability as stockholders.
(5) A trust, you are an insured. Your trustees
are also insureds, but only with respect to
their duties as trustees.
b. Each of the following is also an insured:
(1) Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you
are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by
you or while performing duties related to
the conduct of your business. However,
none of these "employees" or "volunteer
workers" are insureds for:
(a) "Bodily injury" or "personal and
advertising injury":
(i) To you, to your partners or members
(if you are a partnership or joint
venture), to your members (if you
are a limited liability company), to a
co-"employee" in the course of his
or her employment or performing
duties related to the conduct of your
business or to your other "volunteer
workers" while performing duties
related to the conduct of your
business;
(ii) To the spouse, child, parent, brother
or sister of that co-"employee" or
"volunteer worker" as a
consequence of Paragraph (a)(i)
above; or
(iii) For which there is any obligation to
share damages with or repay
someone else who must pay
damages because of the injury
described in Paragraph (a)(i) or (ii)
above.
(b) "Property damage" to property:
(i) Owned, occupied or used by;
(ii) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by;
you, any of your "employees",
"volunteer workers", any partner or
member (if you are a partnership or
joint venture), or any member (if you are
a limited liability company).
(2) Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.

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(3) Any person or organization having proper
temporary custody of your property if you
die, but only:
(a) With respect to liability arising out of the
maintenance or use of that property;
and
(b) Until your legal representative has been
appointed.
(4) Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
c. Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain ownership or majority interest, will
qualify as a Named Insured if there is no other
similar insurance available to that
organization. However:
(1) Coverage under this provision is afforded
only until the 90th day after you acquire or
form the organization or the end of the
policy period, whichever is earlier;
(2) Coverage A does not apply to "bodily
injury" or "property damage" that occurred
before you acquired or formed the
organization; and
(3) Coverage B does not apply to "personal
and advertising injury" arising out of an
offense committed before you acquired or
formed the organization.

2. Only with respect to liability arising out of the
ownership, maintenance or use of "covered
autos":
a. You are an insured.
b. Anyone else while using with your permission
a "covered auto" you own, hire or borrow is
also an insured except:
(1) The owner or anyone else from whom you
hire or borrow a "covered auto". This
exception does not apply if the "covered
auto" is a trailer or semitrailer connected to
a "covered auto" you own.
(2) Your "employee" if the "covered auto" is
owned by that "employee" or a member of
his or her household.
(3) Someone using a "covered auto" while he
or she is working in a business of selling,
servicing, repairing, parking or storing
"autos" unless that business is yours.
(4) Anyone other than your "employees",
partners (if you are a partnership),
members (if you are a limited liability
company), or a lessee or borrower or any
of their "employees", while moving property
to or from a "covered auto".
(5) A partner (if you are a partnership), or a
member (if you are a limited liability
company) for a "covered auto" owned by
him or her or a member of his or her
household.
(6) "Employees" with respect to "bodily injury"
to:
(a) Any fellow "employee" of the insured
arising out of and in the course of the
fellow "employee's" employment or
while performing duties related to the
conduct of your business; or
(b) The spouse, child, parent, brother or
sister of that fellow "employee" as a
consequence of Paragraph (a) above.
c. Anyone liable for the conduct of an insured
described above is also an insured, but only to
the extent of that liability.

3. Any additional insured under any policy of
"underlying insurance" will automatically be an
insured under this insurance.

Subject to Section III – Limits Of Insurance, if
coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
a. Required by the contract or agreement, less
any amounts payable by any "underlying
insurance"; or
b. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

Additional insured coverage provided by this
insurance will not be broader than coverage
provided by the "underlying insurance".

No person or organization is an insured with respect
to the conduct of any current or past partnership, joint venture or limited liability company that is not shown
as a Named Insured in the Declarations.

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SECTION III – LIMITS OF INSURANCE

1. The Limits of Insurance shown in the Declarations
and the rules below fix the most we will pay
regardless of the number of:
a. Insureds;
b. Claims made, "suits" brought, or number of
vehicles involved; or
c. Persons or organizations making claims or
bringing "suits".

2. The Aggregate Limit is the most we will pay for
the sum of all "ultimate net loss" under:
a. Coverage A, except "ultimate net loss"
because of "bodily injury" or "property
damage" arising out of the ownership,
maintenance or use of a "covered auto"; and
b. Coverage B.

3. Subject to Paragraph 2. above, the Each
Occurrence Limit is the most we will pay for the
sum of all "ultimate net loss" under Coverage A
because of all "bodily injury" and "property
damage" arising out of any one "occurrence".

4. Subject to Paragraph 2. above, the Personal And
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all "ultimate net
loss" because of all "personal and advertising
injury" sustained by any one person or
organization.

5. If there is "underlying insurance" with a policy
period that is nonconcurrent with the policy period
of this Commercial Liability Umbrella Coverage
Part, the "retained limit(s)" will only be reduced or
exhausted by payments for:
a. "Bodily injury" or "property damage" which
occurs during the policy period of this
Coverage Part; or
b. "Personal and advertising injury" for offenses
that are committed during the policy period of
this Coverage Part.

However, if any "underlying insurance" is written
on a claims-made basis, the "retained limit(s)" will
only be reduced or exhausted by claims for that
insurance that are made during the policy period,
or any Extended Reporting Period, of this
Coverage Part.

The Aggregate Limit, as described in Paragraph 2.
above, applies separately to each consecutive annual
period and to any remaining period of less than 12
months, starting with the beginning of the policy
period shown in the Declarations, unless the policy
period is extended after issuance for an additional
period of less than 12 months. In that case, the
additional period will be deemed part of the last
preceding period for purposes of determining the
Limits of Insurance.

SECTION IV – CONDITIONS

1. Appeals
If the "underlying insurer" or insured elects not to
appeal a judgment in excess of the "retained
limit", we may do so at our own expense. We will
also pay for taxable court costs, pre- and
postjudgment interest and disbursements
associated with such appeal. In no event will this
provision increase our liability beyond the
applicable Limits of Insurance described in
Section III – Limits Of Insurance.

2. Bankruptcy
a. Bankruptcy Of Insured
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this Coverage Part.
b. Bankruptcy Of Underlying Insurer
Bankruptcy or insolvency of the "underlying
insurer" will not relieve us of our obligations
under this Coverage Part.

However, this insurance will not replace the
"underlying insurance" in the event of bankruptcy
or insolvency of the "underlying insurer". This
insurance will apply as if the "underlying
insurance" were in full effect.

3. Duties In The Event Of Occurrence, Offense,
Claim Or Suit
a. You must see to it that we are notified as soon
as practicable of an "occurrence" or an
offense, regardless of the amount, which may
result in a claim. To the extent possible, notice
should include:
(1) How, when and where the "occurrence" or
offense took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. If a claim is made or "suit" is brought against
any insured, you must:
(1) Immediately record the specifics of the
claim or "suit" and the date received; and
(2) Notify us as soon as practicable.

You must see to it that we receive written
notice of the claim or "suit" as soon as
practicable.
c. You and any other involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
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(2) Authorize us to obtain records and other
information;
(3) Cooperate with us in the investigation or
settlement of the claim or defense against
the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization which may be liable
to the insured because of injury or damage
to which this insurance may also apply.
d. No insured will, except at that insured's own
cost, voluntarily make a payment, assume any
obligation, or incur any expense, other than for
first aid, without our consent.

4. Legal Action Against Us
No person or organization has a right under this
Coverage Part:
a. To join us as a party or otherwise bring us into
a "suit" asking for damages from an insured;
or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.

A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this Coverage Part or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the claimant
or the claimant's legal representative.

5. Other Insurance
a. This insurance is excess over, and shall not
contribute with any of the other insurance,
whether primary, excess, contingent or on any
other basis. This condition will not apply to
insurance specifically written as excess over
this Coverage Part.

When this insurance is excess, we will have
no duty under Coverages A or B to defend the
insured against any "suit" if any other insurer
has a duty to defend the insured against that
"suit". If no other insurer defends, we will
undertake to do so, but we will be entitled to
the insured's rights against all those other
insurers.
b. When this insurance is excess over other
insurance, we will pay only our share of the
"ultimate net loss" that exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of the insurance provided under
this Coverage Part; and
(2) The total of all deductible and self-insured
amounts under all that other insurance.

6. Premium Audit
a. We will compute all premiums for this
Coverage Part in accordance with our rules
and rates.
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only.

At the close of each audit period we will
compute the earned premium for that period
and send notice to the first Named Insured.

The due date for audit and retrospective
premiums is the date shown as the due date
on the bill. If the sum of the advance and audit
premiums paid for the policy period is greater
than the earned premium, we will return the
excess to the first Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such
times as we may request.

7. Representations Or Fraud
By accepting this policy, you agree:
a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
representations you made to us;
c. We have issued this policy in reliance upon
your representations; and
d. This policy is void in any case of fraud by you
as it relates to this policy or any claim under
this policy.

8. Separation Of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
claim is made or "suit" is brought.

9. Transfer Of Rights Of Recovery Against
Others To Us
If the insured has rights to recover all or part of
any payment we have made under this Coverage
Part, those rights are transferred to us. The
insured must do nothing after loss to impair them.

At our request, the insured will bring "suit" or
transfer those rights to us and help us enforce
them.

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10.When We Do Not Renew
If we decide not to renew this Coverage Part, we
will mail or deliver to the first Named Insured
shown in the Declarations written notice of the
nonrenewal not less than 30 days before the
expiration date.

If notice is mailed, proof of mailing will be
sufficient proof of notice.

11.Loss Payable
Liability under this Coverage Part does not apply
to a given claim unless and until:
a. The insured or insured's "underlying insurer"
has become obligated to pay the "retained
limit"; and
b. The obligation of the insured to pay the
"ultimate net loss" in excess of the "retained
limit" has been determined by a final
settlement or judgment or written agreement
among the insured, claimant and us.

12.Transfer Of Defense
When the underlying limits of insurance have
been used up in the payment of judgments or
settlements, the duty to defend will be transferred
to us. We will cooperate in the transfer of control
to us of any outstanding claims or "suits" seeking
damages to which this insurance applies which
would have been covered by the "underlying
insurance" had the applicable limit not been used
up.

13.Maintenance Of/Changes To Underlying
Insurance
Any "underlying insurance" must be maintained in
full effect without reduction of coverage or limits
except for the reduction of the aggregate limit in
accordance with the provisions of such
"underlying insurance" that results from payment
of claims, settlement or judgments to which this
insurance applies.

Such exhaustion or reduction is not a failure to
maintain "underlying insurance". Failure to
maintain "underlying insurance" will not invalidate
insurance provided under this Coverage Part, but
insurance provided under this Coverage Part will
apply as if the "underlying insurance" were in full
effect.

If there is an increase in the scope of coverage of
any "underlying insurance" during the term of this
policy, our liability will be no more than it would
have been if there had been no such increase.

You must notify us in writing, as soon as
practicable, if any "underlying insurance" is
cancelled, not renewed, replaced or otherwise
terminated, or if the limits or scope of coverage of
any "underlying insurance" is changed.

14.Expanded Coverage Territory
a. If a "suit" is brought in a part of the "coverage
territory" that is outside the United States of
America (including its territories and
possessions), Puerto Rico or Canada, and we
are prevented by law, or otherwise, from
defending the insured, the insured will initiate
a defense of the "suit". We will reimburse the
insured, under Supplementary Payments, for
any reasonable and necessary expenses
incurred for the defense of a "suit" seeking
damages to which this insurance applies, that
we would have paid had we been able to
exercise our right and duty to defend.

If the insured becomes legally obligated to pay
sums because of damages to which this
insurance applies in a part of the "coverage
territory" that is outside the United States of
America (including its territories and
possessions), Puerto Rico or Canada, and we
are prevented by law, or otherwise, from
paying such sums on the insured's behalf, we
will reimburse the insured for such sums.
b. All payments or reimbursements we make for
damages because of judgments or settlements
will be made in U.S. currency at the prevailing
exchange rate at the time the insured became
legally obligated to pay such sums. All
payments or reimbursements we make for
expenses under Supplementary Payments will
be made in U.S. currency at the prevailing
exchange rate at the time the expenses were
incurred.
c. Any disputes between you and us as to
whether there is coverage under this policy
must be filed in the courts of the United States
of America (including its territories and
possessions), Canada or Puerto Rico.
d. The insured must fully maintain any coverage
required by law, regulation or other
governmental authority during the policy
period, except for reduction of the aggregate
limits due to payments of claims, judgments or
settlements.

Failure to maintain such coverage required by
law, regulation or other governmental authority
will not invalidate this insurance. However, this
insurance will apply as if the required
coverage by law, regulation or other
governmental authority was in full effect.

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SECTION V – DEFINITIONS

1. "Advertisement" means a notice that is broadcast
or published to the general public or specific
market segments about your goods, products or
services for the purpose of attracting customers or
supporters. For the purposes of this definition:
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding web sites, only that part of a web
site that is about your goods, products or
services for the purposes of attracting
customers or supporters is considered an
advertisement.

2. "Auto" means:
a. A land motor vehicle, trailer or semitrailer
designed for travel on public roads, including
any attached machinery or equipment; or
b. Any other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it is
licensed or principally garaged.

However, "auto" does not include "mobile
equipment".

3. "Bodily injury" means bodily injury, disability,
sickness or disease sustained by a person,
including death resulting from any of these at any
time. "Bodily injury" includes mental anguish or
other mental injury resulting from "bodily injury".

4. "Coverage territory" means anywhere in the world
with the exception of any country or jurisdiction
which is subject to trade or other economic
sanction or embargo by the United States of
America.

5. "Covered auto" means only those "autos" to which
"underlying insurance" applies.

6. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

7. "Executive officer" means a person holding any of
the officer positions created by your charter,
constitution, bylaws or any other similar governing
document.

8. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a contract
or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your product" or "your work", or your fulfilling the
terms of the contract or agreement.

9. "Insured contract" means:
a. A contract for a lease of premises. However,
that portion of the contract for a lease of
premises that indemnifies any person or
organization for damage by fire to premises
while rented to you or temporarily occupied by
you with permission of the owner is not an
"insured contract";
b. A sidetrack agreement;
c. Any easement or license agreement, except in
connection with construction or demolition
operations on or within 50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection
with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any contract or agreement entered
into, as part of your business, pertaining to the
rental or lease, by you or any of your
"employees", of any "auto". However, such
contract or agreement shall not be considered
an "insured contract" to the extent that it
obligates you or any of your "employees" to
pay for "property damage" to any "auto" rented
or leased by you or any of your "employees".
g. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection
with work performed for a municipality) under
which you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to a third person or organization. Tort
liability means a liability that would be imposed
by law in the absence of any contract or
agreement.

Paragraphs f. and g. do not include that part of
any contract or agreement:
(1) That indemnifies a railroad for "bodily
injury" or "property damage" arising out of
construction or demolition operations,
within 50 feet of any railroad property and
affecting any railroad bridge or trestle,
tracks, road-beds, tunnel, underpass or
crossing;
(2) That pertains to the loan, lease or rental of
an "auto" to you or any of your
"employees", if the "auto" is loaned, leased
or rented with a driver; or
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(3) That holds a person or organization
engaged in the business of transporting
property by "auto" for hire harmless for
your use of a "covered auto" over a route
or territory that person or organization is
authorized to serve by public authority.

10."Leased worker" means a person leased to you
by a labor leasing firm under an agreement
between you and the labor leasing firm, to
perform duties related to the conduct of your
business. "Leased worker" does not include a
"temporary worker".

11."Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an aircraft,
watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not
attached to the aircraft, watercraft or "auto".

12."Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next
to premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers or
rollers;
e. Vehicles not described in Paragraph a., b., c.
or d. above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the
following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in Paragraph a., b., c.
or d. above maintained primarily for purposes
other than the transportation of persons or
cargo.

However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipment" but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not construction
or resurfacing; or
(c) Street cleaning;
(2) Cherry pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
(3) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment.

However, "mobile equipment" does not include
land vehicles that are subject to a compulsory
or financial responsibility law or other motor
vehicle insurance law where it is licensed or
principally garaged. Land vehicles subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law are
considered "autos".

13."Occurrence" means an accident, including
continuous or repeated exposure to substantially
the same general harmful conditions.

14."Personal and advertising injury" means injury,
including consequential "bodily injury", arising out
of one or more of the following offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry into,
or invasion of the right of private occupancy of
a room, dwelling or premises that a person
occupies, committed by or on behalf of its
owner, landlord or lessor;
d. Oral or written publication, in any manner, of
material that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services;
e. Oral or written publication, in any manner, of
material that violates a person's right of
privacy;
f. The use of another's advertising idea in your
"advertisement"; or
g. Infringing upon another's copyright, trade
dress or slogan in your "advertisement".

15."Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

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16."Pollution cost or expense" means any loss, cost
or expense arising out of any:
a. Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in any
way respond to, or assess the effects of,
"pollutants"; or
b. Claim or suit by or on behalf of a governmental
authority for damages because of testing for,
monitoring, cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in any
way responding to, or assessing the effects of,
"pollutants".

17."Products-completed operations hazard":
a. Includes all "bodily injury" and "property
damage" occurring away from premises you
own or rent and arising out of "your product" or
"your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the
job site has been completed if your
contract calls for work at more than one
job site.
(c) When that part of the work done at a
job site has been put to its intended use
by any person or organization other
than another contractor or
subcontractor working on the same
project.

Work that may need service, maintenance,
correction, repair or replacement, but
which is otherwise complete, will be treated
as completed.
b. Does not include "bodily injury" or "property
damage" arising out of:
(1) The transportation of property, unless the
injury or damage arises out of a condition
in or on a vehicle not owned or operated by
you, and that condition was created by the
"loading or unloading" of that vehicle by
any insured; or
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials.

18."Property damage" means:
a. Physical injury to tangible property, including
all resulting loss of use of that property. All
such loss of use shall be deemed to occur at
the time of the physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use shall be
deemed to occur at the time of the
"occurrence" that caused it.

With respect to the ownership, maintenance or
use of "covered autos", property damage also
includes "pollution cost or expense", but only to
the extent that coverage exists under the
"underlying insurance" or would have existed but
for the exhaustion of the underlying limits.

For the purposes of this insurance, with respect to
other than the ownership, maintenance or use of
"covered autos", electronic data is not tangible
property.

As used in this definition, electronic data means
information, facts or programs stored as or on,
created or used on, or transmitted to or from
computer software (including systems and
applications software), hard or floppy disks, CDROMs, tapes, drives, cells, data processing devices or any other media which are used with
electronically controlled equipment.

19."Retained limit" means the available limits of
"underlying insurance" scheduled in the
Declarations or the "self-insured retention",
whichever applies.

20."Self-insured retention" means the dollar amount
listed in the Declarations that will be paid by the
insured before this insurance becomes applicable
only with respect to "occurrences" or offenses not
covered by the "underlying insurance". The "selfinsured retention" does not apply to "occurrences" or offenses which would have been covered by
"underlying insurance" but for the exhaustion of
applicable limits.

21."Suit" means a civil proceeding in which damages
because of "bodily injury", "property damage" or
"personal and advertising injury" to which this
insurance applies are alleged. "Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the insured
must submit or does submit with our consent;
or
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b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits with
our consent or the "underlying insurer's"
consent.

22."Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or shortterm workload conditions.

23."Ultimate net loss" means the total sum, after
reduction for recoveries or salvages collectible,
that the insured becomes legally obligated to pay
as damages by reason of settlement or judgments
or any arbitration or other alternate dispute
method entered into with our consent or the
"underlying insurer's" consent.

24."Underlying insurance" means any policies of
insurance listed in the Declarations under the
Schedule of "underlying insurance".

25."Underlying insurer" means any insurer who
provides any policy of insurance listed in the
Schedule of "underlying insurance".

26."Volunteer worker" means a person who is not
your "employee", and who donates his or her
work and acts at the direction of and within the
scope of duties determined by you, and is not
paid a fee, salary or other compensation by you or
anyone else for their work performed for you.

27."Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have acquired;
and
(2) Containers (other than vehicles), materials,
parts or equipment furnished in connection
with such goods or products.
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
product"; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending machines or other
property rented to or located for the use of
others but not sold.

28."Your work":
a. Means:
(1) Work or operations performed by you or on
your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes:
(1) Warranties or representations made at any
time with respect to the fitness, quality,
durability, performance or use of "your
work"; and
(2) The providing of or failure to provide
warnings or instructions
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COMMERCIAL GENERAL LIABILITY
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

GENERAL LIABILITY EXTENSION FOR TECHNOLOGY

COMPANIES ENDORSEMENT
This Endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded.

SCHEDULE OF COVERAGE EXTENSIONS
A. Additional Insured – Lessors of Leased
Equipment
L. Duties in the Event of Occurrence, Offense,
Claim or Suit
B. Additional Insured – Owners, Managers or
Lessors of Premises
M. Expected or Intended Injury or Damage
(Property Damage)
C. Additional Insured - Primary and NoncontributoryN. Damage to Premises Rented To You D. Additional Insured – Vendors O. Medical Payments
E. Additional Insured – Written Contract or
Agreement
P. Non-owned Aircraft
F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments
I. Broadened Named Insured T. Unintentional Omission
J. Damage to Property – Borrowed Equipment,
Customer Goods, Use of Elevators
U. Waiver of Subrogation - Blanket
K. Good Samaritan Services
A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT
Under Section II - Who Is An Insured, the following is added:

Any person or organization that is an equipment lessor is an insured, but only with respect to liability for “bodily injury”, “property damage”, “personal and advertising injury” caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor.

The insurance provided to such equipment lessor does not apply to any “bodily injury” or “property damage” caused by an “occurrence” that takes place, or “personal and advertising injury” caused by an offense that is committed after the equipment lease expires.

B. ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured, the following is added:

Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you.

The insurance provided to such premises owner, manager or lessor does not apply to:

1. Any “bodily injury” or “property damage” caused by an “occurrence” that takes place, or “personal and advertising injury” caused by an offense that is committed, after you cease to be a tenant in that premises; or

2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor.
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C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY
The following is added to the Other Insurance Condition and supersedes any provision to the contrary:

This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:

1. The additional insured is a Named Insured under such other insurance; and

2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.

D. ADDITIONAL INSURED - VENDORS
Under Section II - Who Is An Insured, the following is added:

Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” that:

1. Is caused by an “occurrence” that takes place after you have signed and executed that contract or agreement; and

2. Arises out of “your products” which are distributed or sold in the regular course of such vendor’s business.

The insurance provided to such vendor is subject to the following provisions:

1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less.

2. The insurance provided to such vendor does not apply to:
a. Any express warranty not authorized by you;
b. Any change in “your products” made by such vendor;
c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container;
d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of “your products”;
e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor’s premises in connection with the sale of “your products”; or f. “Your products” which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor.

Coverage under this provision does not apply to:

1. Any person or organization from whom you have acquired “your products”, or any ingredient, part or container entering into, accompanying or containing such products; or

2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement.

E. ADDITIONAL INSURED - WRITTEN CONTRACT OR AGREEMENT
Under Section II - Who Is An Insured, the following is added:

Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” that:

1. Is caused by an “occurrence” that takes place after you have signed and executed that contract or agreement; and

2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf.

The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less.

F. AGGREGATE LIMIT PER LOCATION

1. Under Section III - Limits Of Insurance, the following is added:

The General Aggregate Limit applies separately to each of your “locations” owned by or rented or leased to you.

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2. Under Section V - Definitions, the following is added:
“Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad.

G. AMATEUR ATHLETIC PARTICIPANTS
Under Section II - Who Is An Insured, the following is added:

Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for:

1. “Bodily injury” to:
a. A co-participant, your “employee” or “volunteer worker” while participating in amateur athletic activities that you sponsor; or
b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any “executive officer” (if you are an organization other than a partnership, joint venture, or limited liability company); or

2. “Property damage” to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by:
a. A co-participant, your “employee” or “volunteer worker”; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any “executive officer” (if you are an organization other than a partnership, joint venture, or limited liability company).

H. BODILY INJURY
Under Section V - Definitions, the definition of “bodily injury” is deleted and replaced by the following:
“Bodily injury” means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. “Bodily injury” also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person.

I. BROADENED NAMED INSURED
Under Section II - Who Is Insured, the following is added:

Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period.

Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement.

J. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS’ GOODS AND USE OF

ELEVATORS
The insurance for “property damage” liability is subject to the following:

1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows:
a. The exclusion for personal property in the care, custody or control of the insured does not apply to “property damage” to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss.
b. The exclusions for:
(1) Property loaned to you;
(2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because “your work” was incorrectly performed on it;
do not apply to “property damage” to “customers’ goods” while on your premises nor do they apply to “property damage” arising from the use of elevators at premises you own, rent, lease or occupy.

2. Subject to the Each Occurrence Limit, the most we will pay for “property damage” to “customers’ goods” is $25,000 per “occurrence”.

3. Under Section V - Definitions, the following is added:
“Customers’ goods” means goods of your customer on your premises for the purpose of being:
a. Repaired; or
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b. Used in your manufacturing process.

4. Under Section IV - Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions.

K. GOOD SAMARITAN SERVICES

1. Under Section II - Who Is Insured, paragraph 2., item d., the following is added:

This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering “Good Samaritan services”.

2. Under Section V - Definitions, the following definition is added:
“Good Samaritan services” means any emergency medical services for which no compensation is demanded or received.

L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following:

1. The requirements that you must:
a. Notify us of an “occurrence” offense, claim or “suit”; and b. Send us documents concerning a claim or “suit” apply only when such accident claim, “suit” or loss is known to:
(1) You, if you are an individual;
(2) A partner, if you are a partnership;
(3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company.

2. The requirement that you must notify us as soon as practicable of an “occurrence” or an offense that may result in a claim does not apply if you report an “occurrence” to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular “occurrence” is a liability claim rather than a workers’ compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition.

M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following:
a. Expected or Intended Injury
“Bodily injury” or “property damage” expected or intended from the standpoint of the insured.

This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property.

N. DAMAGE TO PREMISES RENTED TO YOU
If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply:

1. The last paragraph under 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following:

Exclusions c. through n. do not apply to damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance.

2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following:

Paragraphs (1), (3) and (4) of this exclusion do not apply to “property damage” (other than damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance.

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3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following:

6. Subject to Paragraph 5. above, the greater of:
a. $500,000; or
b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of “property damage” to premises while rented to you, or in the case of damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days.

4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following:
(ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control;

5. Subparagraph a. of Definition 9. "Insured contract" of Section V - Definitions is deleted and replaced by the following:
a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract".

6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire".

O. MEDICAL PAYMENTS

1. Under Section I - Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years.

2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater.

3. This provision O. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement.

P. NON-OWNED AIRCRAFT

1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is:
a. Hired, chartered or loaned with a paid crew; and
b. Not owned by any insured.

2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions.

Q. NON-OWNED WATERCRAFT

1. Under Section II - Who Is Insured, is amended as follows:

To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to:
a. “Bodily injury” to a co-“employee” of the person operating the watercraft; or b. “Property damage” to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision.

2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet.

3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions.

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R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS
Under Section II - Who Is An Insured, item 3.a. is deleted and replaced by the following:
a. Coverage under this provision is afforded only until the end of the current policy period.

S. SUPPLEMENTARY PAYMENTS
Under Section I - Coverages, Supplementary Payments - Coverages A and B is amended as follows:

1. The limit for the cost of bail bonds is amended to $2,500; and

2. The limit for reasonable expenses incurred by the “insured” is amended to $500 a day.

T. UNINTENTIONAL OMISSION
Under Section IV - Commercial General Liability Conditions, paragraph 6., Representations, the following is added:

The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations.

U. WAIVER OF SUBROGATION - BLANKET
Under Section IV - Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added:

We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in “your work” or the "products-completed operations hazard".

This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the “bodily injury” or “property damage”, that requires you to waive your rights of recovery.

TCP702275411
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EXHIBIT C
Payment Schedule
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Sales and Use Tax

SCOPE OF SERVICES

1. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports

1.1. Establish a special database identifying the name, address, and quarterly allocations of all sales tax producers within the City. This database will be utilized to generate special reports to City on major sales tax producers by rank and category, sales tax activity by categories, or business districts, identification of reporting aberrations, and per capita and outlet comparisons with regional and statewide sales.

1.2. Provide periodic updated reports to City identifying changes in sales by individual businesses, business groups and categories, and by geographic area. These reports may include, without limitation, quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, and quarterly reconciliation worksheets to assist with budget forecasting.

Consultant shall meet quarterly by in person or virtually with City.

1.3. Shall additionally provide following each calendar quarter a summary analysis for City to share with Council Members, Chamber of Commerce, other economic development interest groups and the public that analyze City’s sales tax trends by major groups and geographic areas without disclosing confidential individual tax records.

1.4. Establish a special database with California Department of Tax and Fee Administration (“CDTFA”) registration data for businesses within applicable district boundaries holding seller’s permit accounts.

1.5. Periodically license for the limited, non-exclusive, non-transferable use by City’s staff certain of Consultant’s web-based sales, use and/or transactions tax program(s) containing sellers permit, registration, allocation and related information for business outlets within City’s jurisdiction registered with the CDTFA.

1.6. Provide periodic updated reports endeavoring to identify and assist with budget forecasting (i) changes in allocation totals by individual businesses, business groups and categories, and (ii) aberrations due to State audits, fund transfers, and receivables, along with late or double payments.

2. Allocation and Audit Recovery Services

2.1. Conduct (when mutually agreed with City) initial and on-going sales and use tax audits of businesses to help identify and correct distribution and allocation errors, and to proactively affect favorable registration, reporting or formula changes thereby generating previously unrealized sales and use tax income for the City and/or recovering misallocated tax from registered taxpayers.

Common errors that will be monitored and corrected include but are not limited to: transposition errors resulting in misallocations; erroneous consolidation of multiple outlets; formula errors; misreporting of “point of sale” to the wrong location; delays in reporting new outlets; misallocating use tax payments to the allocation pools or wrong jurisdiction; and erroneous fund transfers and adjustments.

2.2. Initiate contacts with the CDTFA and sales management and accounting officials in companies that have businesses where a probability of error exists to endeavor to help verify whether current tax receipts accurately reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner.

2.3. Prepare and submit to the CDTFA information for the purpose of correcting any identified allocation errors, and follow-up with individual businesses and the CDTFA to promote recovery by the City of back or prospective quarterly payments that may be owing.

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2.4. If, during the course of its audit, Consultant finds businesses located in the City’s jurisdiction that are properly reporting sales and use tax but have the potential for modifying their operation to provide an even greater share to City, Consultant may so advise City and collaborate with those businesses and City to encourage such changes.

SERVICES – Transactions Tax Services

3. Transactions Tax and Economic Analysis/Forecasting Services/Reports

3.1 Consultant shall establish a database containing all applicable Department of Tax and Fee Administration (CDTFA) registration data for each business within the Measure “M” District boundaries holding a seller’s permit account. Said database shall also identify the quarterly transactions and use tax allocations under each account for the most current and previous quarters where available.

3.2 Consultant shall provide updated reports each quarter identifying changes in allocation totals by individual businesses, business groups and by categories. Quarterly aberrations due to State audits, fund transfers, and receivables, along with late or double payments, will also be identified.

Quarterly reconciliation worksheets to assist finance officer with budget forecasting will be included.

3.3. Consultant shall advise and work with CITY Staff on planning and economic questions related to maximizing revenues, preparation of revenue projections and general information on transactions and use tax questions.

3.4. Consultant shall make available to CITY the HdL proprietary software program and Measure “M” database containing all applicable registration and quarterly allocation information for CITY business outlets registered with the Department of Tax and Fee Administration. The database will be updated quarterly.

4. Deficiency/Allocation Reviews and Recovery

4.1. Consultant shall conduct on-going reviews to identify and correct unreported transactions and tax payments and distribution errors thereby generating previously unrealized revenue for the City.

Reviews shall include:

4.1.(a) Comparison of county-wide local tax allocations to transactions tax for brick and mortar stores and other cash register-based businesses, where clearly all transactions are conducted on-site within the Measure “M” City boundaries, and therefore subject to transactions tax.

4.1.(b) Review of any significant one-time use tax allocations to ensure that there is corresponding transaction tax payments for taxpayers with nexus within the City boundaries.

4.1.(c) Review of state-wide transactions tax allocations and patterns to identify any obvious errors and omissions.

4.1.(d) Identification and follow-up with any potentially large purchasers of supplies and equipment (e.g. hospitals, universities, manufacturing plants, agricultural operations, refineries) to ensure that their major vendors are properly reporting corresponding transactions tax payments to the Measure “M” Transactions Tax District.

4.2. Consultant will initiate, where the probability of an error exists, contacts with the appropriate taxpayer management and accounting officials to verify whether current tax receipts accurately ATTACHMENT 2
reflect the local sales activity. Such contacts will be conducted in a professional and courteous manner so as to enhance CITY’s relations with the business community.

4.3. Consultant shall prepare and submit to the Department of Tax and Fee Administration all information necessary to correct any allocation errors and deficiencies that are identified and shall follow-up with the individual businesses and the California Department of Tax and Fee Administration to ensure that all back quarter payments due the CITY are recovered.

5. Consulting and Other Optional Services
Consultant may from time to time in its sole discretion, consult with City’s staff, including without limitation, regarding (i) technical questions and other issues related to sales, use and transactions tax, (ii) utilization of reports to enhance business license collection efforts, (iii) sales tax projections for proposed annexations, economic development projects and budget planning, (iv) negotiating/review of tax sharing agreements, (v) establishing purchasing corporations, (vi) meeting with taxpayers to encourage self-assessment of tax obligations, and (vii) other sales, use or transactions tax revenuerelated matters.

FEES – Sales and Use Tax Services

6. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports

6.1. Fees for performing the sales tax and economic analysis/forecasting Services as described above shall initially be $749.00 per month, commencing with the month of the Effective Date (hereafter referred to as “monthly fee”). The monthly fee shall be invoiced quarterly in arrears, and shall be paid by City no later than 30 days after the invoice date.

6.2. Consultant may change the non-hourly Fees established above once a year. Any such change must be with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).

7. Allocation and Audit Recovery Services

7.1. Fees for performing the allocation and audit recovery Services described above shall be 15% of all new, increased and recovered sales and use tax revenue received by the City as a result, in whole or in part, of the allocation audit and recovery services (hereafter referred to as “audit fee”).

The fee shall be paid notwithstanding any related City assistance, work in parallel, and/or incurrence of attorneys’ fees or other costs or expenses in connection, with the relevant Services.

7.2. The Fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the second eight (8) consecutive reporting quarters following completion of Consultant’s allocation audit and confirmation of the corrections by the CDTFA.

7.3. These Fees shall be paid by City upon Consultant’s submittal of evidence of Consultant’s relevant Services in support thereof, including, without limitation, copies of relevant communications between Consultant and the CDTFA and/or taxpayers.

FEES – Transactions Tax Services

8. Transactions Tax and Economic Analysis/Forecasting Services/Reports

8.1. Fees shall be paid $200 monthly billed quarterly for the transaction district tax reports that we include with the quarterly sales tax analyses. The monthly fee shall be invoiced quarterly in arrears and shall be paid by City no later than 30 days after the invoice date.

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8.2. Consultant may change the non-hourly Fees established above once a year. Any such change must be with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”).

9. Allocation and Audit Recovery Services

4.1 Fees shall be paid 25% of the initial amount of new transactions or use tax revenue received by the City because of audit and recovery work performed by Consultant, (hereafter referred to as "audit fees"). New revenue shall not include any amounts determined and verified by City or Consultant to be increment attributable to causes other than Consultant’s work pursuant to this agreement. In the event, Consultant is responsible for an increase in the tax reported by businesses already properly making tax payments to the City, it shall be Consultant’s responsibility to separate and support the incremental amount attributable to its efforts prior to the application of the audit fee.

Said audit fees will apply to state fund transfers received for those specific quarters identified as being missing and/or deficient following completion of the audit by Consultant and confirmation of corrections by the California Department of Tax and Fee Administration but shall not apply prospectively to any future quarter. Consultant shall provide City with an itemized quarterly invoice showing all formula calculations and amounts due for audit fees.

10. Consulting and Other Optional Services

10.1. Fees for performing the consulting and other optional Services described above shall be based on the following initial hourly rates: (i) Principal - $325; (ii) Programmer - $295; (iii) Senior Analyst - $245; and (iv) Analyst - $195.

10.2. Consultant may change the rates for its hourly Fees from time to time. A 30 days’ prior written notice to City will be given.

11. General Provisions Relating to Fees

11.1. Fees for travel and lodging expenses will be invoiced at cost and applied to all meetings (including implementation, training, operations and support). Travel expenses only apply to out of scope travel and must therefore be pre-approved by City.

11.2. Fees will be invoiced monthly to City for Services performed during the prior month. To the extent that Consultant has commercially reasonable means to do so, Fees will be netted out of City’s monthly revenue disbursement.

12. Confidentiality Information
Section 7056 of the State of California Revenue and Taxation Code (“R&T Code”) specifically limits the disclosure of confidential taxpayer information contained in the records of the CDTFA. Section 7056 specifies the conditions under which a city, county or district may authorize persons other than such city, county or district’s officers and employees to examine state sales and use tax records.

The following conditions specified in Section 7056-(b)(1) of the State of California R&T Code are hereby made part of this Agreement:

12.1. Consultant is authorized by this Agreement to examine sales, use or transactions and use tax records of the CDTFA provided to City pursuant to contract under the Bradley-Burns Uniform Local Sales and Use Tax Law R&T Code Section 7200 et.seq.

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12.2. Consultant is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to an officer or employee of City who is authorized by City resolution provided to the CDTFA to examine the information.

12.3. Consultant is prohibited from performing consulting services for a retailer (as defined in R&T Code Section 6015), during the term of this agreement.

12.4. Consultant is prohibited from retaining the information contained in or derived from those sales, use or transactions and use tax records after this agreement has expired. Information obtained by examination of the CDTFA records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the City as set forth by resolution adopted pursuant to Section 7056 (b) of the Revenue and Taxation Code. The resolution shall designate the Consultant as a person authorized to examine sales and use tax records and certify that this agreement meets the requirements set forth above and in Section 7056 (b), (1) of the Revenue and Taxation Code.

13. Software Use and Proprietary Information
Software Use. Consultant hereby provides authorization to City to access Consultant’s Sales Tax website if City chooses to subscribe to the software and reports option. The website shall only be used by authorized City staff. No access will be granted to any third party without explicit written authorization by Consultant. City shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The software use granted hereunder shall not imply ownership by City of said software, or any right of City to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all City staff website logins shall be de-activated.

Proprietary Information. As used herein, the term “proprietary information” means all information or material that has or could have commercial value or other utility in Consultant’s business, including without limitation: Consultant’s (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web-based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used; as well as the terms and conditions of this Agreement. Except as otherwise required by law, City shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by City in connection with this Agreement. The obligations imposed by this Section shall survive any expiration or termination of this Agreement or otherwise. The terms of this Section shall not apply to any information that is public information.

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Tax and Fee Administration Services and Fees
Short-Term Rental Administration

SCOPE OF SERVICES
Consultant will provide the following Services relative to Client’s short-term rentals transient occupancy tax administration.

12. Operations Management Services

12.1. Establish and maintain database of Client’s short-term rental lodging providers.

12.2. Receive and process registrations, tax returns and payments in a timely fashion.

12.3. Provide lodging providers multiple options for submitting registrations, tax returns, payments, or support requests (including via website, email, mail, phone, and fax. Consultant tax specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

12.4. Remit revenue to Client no less than monthly.

12.5. Provide Client staff access to website portal offering lodging provider registry inquiry and reporting capabilities.

12.6. Provide analysis reports monthly and annually provide revenue trends and key insights on Client lodging providers.

13. Online Payment Processing – Consultant’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.

13.1. Client Responsibilities

13.1.1. As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by HdL’s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by HdL’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.

13.1.2. Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

FEES

14. Operations Management Services

14.1. Fees for performing operations management Services shall be 68% of all recovered revenue with a minimum of $5,100 + CPI

14.1.1. Fees will be increased as of January 1st of each calendar year with reference to the 12- month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

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14.2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation, training, operations and support).

14.3. Fees will be invoiced monthly to Client for Services performed during the prior month.

Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

15. Payment Processing – Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

15.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.

15.1.1. Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00

15.1.2. ACH/eCheck processing - $2.50 per transaction

15.2. Client funded

15.2.1. Credit and debit card processing – 2.9% of transaction amount

15.2.2. ACH/eCheck processing - $0.75 per transaction

15.3. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account.

15.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

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Tax and Fee Administration Services and Fees
Transient Occupancy Tax – Operations Management Services

SCOPE OF SERVICES
Consultant will provide the following Services relative to Client’s transient occupancy tax administration.

1. Operations Management Services

1.1. Establish and maintain database of Client lodging providers.

1.2. Receive and process registrations, tax returns and payments in a timely fashion.

1.3. Provide lodging providers multiple options for submitting registrations, tax returns, payments, or support requests (including via website, email, mail, phone, and fax. Consultant tax specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).

1.4. Remit revenue to Client no less than monthly.

1.5. Provide Client staff access to website portal offering lodging provider registry inquiry and reporting capabilities.

1.6. Endeavor to ensure accurate filings of returns by consistently monitoring returns, providing compliance audits, and educating lodging providers as mutually agreed to by Client and Consultant.

1.7. Provide analysis reports monthly and annually provide revenue trends and key insights on Client lodging providers.

2. Online Payment Processing – Consultant’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.

2.1. Client Responsibilities

2.1.1.As a condition to its receipt of the Service, Client shall execute and deliver any and all applications, agreements, certifications or other documents required by HdL’s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by HdL’s payment processor. “Network” is an entity or association that operates, under a common service mark, a system which permits participants to authorize, route, and settle Transactions among themselves, including, for example, networks operated by VISA USA and Mastercard, Inc., NYCE Corporation, American Express, and Discover.

2.1.2.Client hereby grants Consultant the full right, power and authority to request, receive and review any Data or records reflected in a Transaction report. Client represents and warrants that it has the full right and authority to grant these rights.

FEES

3. Operations Management Services

3.1. Fees for performing operations management Services shall be $810.08 per year for each filing property + CPI.

3.2. Fees will be increased as of January 1st of each calendar year with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”). Each annual increase in the Fees will be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is

3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

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3.3. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation, training, operations and support).

3.4. Fees will be invoiced monthly to Client for Services performed during the prior month. Fees will be netted out of Client’s monthly revenue disbursement. Client will submit payment for any balance due to Consultant within 30 days of receiving the invoice.

4. Payment Processing – Consultant will configure payment processing services to utilize either a taxpayer funded model (convenience fee) or Client funded model, as directed by Client. Client may switch between these models upon written request to Consultant. Fees for each of these payment processing models are detailed here.

4.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.

4.1.1.Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00

4.1.2.ACH/eCheck processing - $2.50 per transaction

4.2. Client funded

4.2.1.Credit and debit card processing – 2.9% of transaction amount

4.2.2.ACH/eCheck processing - $0.75 per transaction

4.3. Returned payments/NSF fee – Each occurrence of a card chargeback, returned payment or insufficient funds will incur a fee of $25.00, to be applied to the taxpayers account.

4.4. Consultant reserves the right to review and adjust pricing related to payment processing services on an annual basis. Consultant will communicate any such adjustment to Client in writing, with 60 days advance notice. Items that will be considered in the review of fees may include, but are not limited to: regulatory changes, card association rate adjustments, card association category changes, bank/processor dues and assessments, average consumer payment amounts, card type utilization, and costs of service.

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Manteca City CouncilJune 18, 2024

Manteca City Council
June 18, 2024