CONTRACT FOR SERVICES
THIS AGREEMENT (“Agreement”) is made and entered into this _______ day of__________, 2025 by and between the CITY OF MANTECA, a municipal corporation of the State of California (hereinafter referred to as "CITY"), and Consultant
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 Sales and Use Tax, Transactions Tax, Transient Occupant Tax and Operations Management Services, Short Term Rental Administration, and Business License Tax and Fees Administration 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 Hinderliter de Llamas & Associates HdL Software, LLC.
120 S. State College Blvd,Suite 200 Brea, CA 92821
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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 June 30, 2030, 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 Seven Hundred Thousand Dollars and Zero Cents ($700,000.00) without City’s prior written approval.
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.
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.
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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 completed 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.
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:
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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:
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.
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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:
To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless the City, its officers, officials, agents, and employees against all claims, damages, demands, liability, costs, losses and expenses, including without limitation court costs and reasonable attorneys’ fees, arising from Consultant's negligent acts or negligent failure to act, errors, omissions or willful misconduct incident to the performance of this Contract except such loss or damage caused solely by the active negligence, sole negligence, or willful misconduct of the City. The provisions of this paragraph shall survive termination or suspension of this Contract.
Notwithstanding anything to the contrary, in no event will Consultant be (a) liable for claims, liabilities or damages (i) in connection with any Client monies not collected by consultant; nor (ii) in connection with the issuance, non-issuance or revocation of any registration, license, permit, or exemption, unless such liability, claim, and/or damages arises from and/or is directly or proximately caused the action or omission of Consultant.
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 5 ATTACHMENT 1
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.
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.
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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.
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. 7 ATTACHMENT 1
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:
Blanca Perry
Administrative Assistant
City of Manteca
1001 W. Center St.
Manteca, CA 95337
Robert Gray
Vice President
Hinderliter, de Llamas and Associates dba HdL Comp
120 S. State College Blvd, Suite 200
Brea, CA 92821
[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.
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 8 8
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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.
Client acknowledges and agrees that any other public agency (including, without limitation, any participating government agency) located within or outside of the State (e.g., city, municipality, county, district, public authority or other political subdivision) may procure services for fees and other terms and conditions that are substantially similar to any of the Services, Fees and other terms and conditions set forth in this Agreement, provided that such other public agency executes a separate agreement with Consultant wherein the services rendered to such other public agency, the fees payable by such other public agency, and the other terms and conditions of such separate agreement are the responsibility of Consultant and such other public agency and not Client.
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CITY OF MANTECA
By: __________________________
Toni Lundgren, City Manager
ATTEST:
By: _____________________________
Cassandra Candini-Tilton, City Clerk
APPROVED AS TO FORM:
By: _____________________________
Riana Daniel, Interim City Attorney
CONSULTANT
By:
_________________________
Robery Gray, Vice President
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EXHIBIT A
Consultant Proposal/Scope of Work
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SERVICES – Sales and Use Tax
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.
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 12 ATTACHMENT 1
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 and Q” 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 and Q” 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 and Q” 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 and Q” 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 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.
4.2.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. 13 ATTACHMENT 1
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.
SERVICES – Transient Occupancy Tax Operations Management (TOT) Services
6. Operations Management Services
6.1. Establish and maintain database of Client lodging providers.
6.2. Receive and process registrations, tax returns and payments in a timely fashion.
6.3. 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).
6.4. Remit revenue to Client no less than monthly.
6.5. Provide Client staff access to website portal offering lodging provider registry inquiry and reporting capabilities.
6.6. 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.
6.7. Provide analysis reports monthly and annually provide revenue trends and key insights on Client lodging providers.
7. Online Payment Processing – Consultant’s services include PCI compliant payment processing services powered by FIS Global, which supports both credit card and eCheck transactions.
7.1. Client Responsibilities
7.1.1.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 FIS Global, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by FIS Global. “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.
7.1.2.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.
SERVICES – Short Term Rental Administration (STR) Services
8. Operations Management Services
8.1. Establish and maintain database of Client’s short-term rental lodging providers.
8.2. Receive and process registrations, tax returns and payments in a timely fashion.
8.3. 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).
8.4. Remit revenue to Client no less than monthly.
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8.5. Provide Client staff access to website portal offering lodging provider registry inquiry and reporting capabilities.
8.6. Provide analysis reports monthly and annually provide revenue trends and key insights on Client lodging providers.
9. Online Payment Processing – Consultant’s services include PCI compliant payment processing services powered by FIS Global, which supports both credit card and eCheck transactions.
9.1. Client Responsibilities
9.1.1.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 FIS Global, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by FIS Global. “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.
9.1.2.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.
SERVICES – Business License Tax and Fees Administration Services
10. Operations Management Services
10.1. Establish and maintain database of Client businesses.
10.2. Receive and process applications, renewals and payments in a timely fashion.
10.3. Send renewal notices to active businesses within 30 days of the renewal period end date or at another interval specified by Client.
10.4. Provide businesses multiple options for submitting applications, renewals, payments, or support requests (including via website, email, mail, phone, and fax. Consultant license specialists will be available for live interactions Monday through Friday, 8:00am to 5:00pm Pacific).
10.5. Remit revenue to Client no less than monthly.
10.6. Provide Client staff access to website portal offering business registry inquiry, reporting, and electronic department approval capabilities.
11. Compliance Services: 1) Identify and register businesses which are subject to licensure or taxation, 2) collect known debt as pertains to business license or tax, and 3) identify under-reported tax liability.
11.1. Discovery Services
11.1.1.Develop a list of businesses subject to Client licensure or taxation.
11.1.2. Notify non-compliant businesses of their options to comply or dispute their non-compliant status. Notification and support to businesses will be facilitated through the website, mail, email, phone and fax.
11.1.3. Review information and forms submitted by the business for completion and accuracy, inclusive of any additional required documentation (i.e. home occupation permit). All submissions are filed and stored electronically and made available to Client upon request.
11.1.4. Provide businesses with detailed invoicing and options to pay via website, mail, and phone.
11.1.5. Remit revenue to Client no less than monthly, along with all business applications and any additional documentation.
11.2. Collection Services
11.2.1. Identify businesses subject to Client licensure or taxation which have known debt to Client and have failed to pay within an appropriate time frame.
11.2.2. Notify businesses of their options to comply or dispute their non-compliant status. 15 ATTACHMENT 1
11.2.3. Provide businesses with detailed invoicing and options to pay via website, mail and phone.
11.2.4. Remit revenue to Client no less than monthly.
11.3. Audit Services
11.3.1. Identify potential under-reporting and/or misclassified businesses.
11.3.2. Audit businesses mutually agreed to by Client and Consultant that are identified as potential under-reporting businesses.
11.3.3. Submit audit summaries to Client and discuss further actions.
11.3.4. Educate businesses on proper reporting practices.
11.3.5. Invoice and collect identified deficiencies.
12. Online Payment Processing – Consultant’s services include PCI compliant payment processing services which supports both credit card and eCheck transactions.
12.1. Client Responsibilities
12.1.1. 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 Consultant’s payment processor, Networks or other third parties whose consent or approval is necessary for the processing of Transactions by Consultant’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.
12.1.2. 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 – Sales and Use Tax Services
13. Sales and Use Tax and Economic Analysis/Forecasting Services/Reports
13.1.Fees for performing the sales tax and economic analysis/forecasting Services as described above shall initially be $760 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.
13.2.Consultant will increase the non-hourly Fees established above once a year 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”).
14. Allocation and Audit Recovery Services
14.1. 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.
14.2. The Fee described above include, without limitation, State fund transfers received for back quarter reallocations and monies received in the first eight (8) consecutive reporting quarters following completion of Consultant’s allocation audit and confirmation of the corrections by the CDTFA.
14.3. These Feesshall be paid by City upon Consultant’s submittal of evidence of Consultant’srelevant Services in support thereof, including, without limitation, copies of relevant communications between Consultant and the CDTFA and/or taxpayers.
16 ATTACHMENT 1
14.4. Consultant recognizes City’s authority to waive or reduce the tax/fee-related debt of a business.
Should City decide to do so for a business whose deficiency was identified by Consultant, Consultant shall be entitled to compensation in the amount of one half (1/2) of the Fees Consultant would have otherwise earned. Deficiencies which are uncollectable due to insolvency or dissolution of the business, or for deficiencies which are otherwise incapable of collection (i.e., statute of limitation or other legal defense) shall not be considered a City voluntary election to waive, and thus, Consultant would not be entitled to compensation related thereto under this provision.
FEES – Transactions Tax Services
15. Transactions Tax and Economic Analysis/Forecasting Services/Reports
15.1. Fees shall be paid $300 monthly per Measure 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.
15.2. Consultant will increase the non-hourly Fees established above once a year 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”).
16. 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.
FEES – Transient Occupancy Tax Operations Management Services
17. Operations Management Services
17.1. Fees for performing operations management Services shall be $868.57 per year for each filing monthly filing property + CPI.
17.2. 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%.
17.3. Fees related to travel and lodging expenses are billed at cost and apply to all meetings (including implementation, training, operations and support).
17 ATTACHMENT 1
17.4. 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.
18. 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.
18.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.
18.1.1. Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00
18.1.2. ACH/eCheck processing - $1.25 per transaction
18.2. Client funded
18.2.1. Credit and debit card processing – 2.9% of transaction amount
18.2.2. ACH/eCheck processing - $0.50 per transaction
18.3. 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.
18.4. 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.
FEES – Short Term Rental Administration Services
19. Operations Management Services
19.1. Fees for performing operations management Services shall be 68% of all recovered revenue.
19.1.1. 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%.
19.2. Fees for any travel and lodging expenses will be billed at cost and applied to all meetings (including implementation, training, operations and support).
19.3. 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.
20. 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. 18 ATTACHMENT 1
20.1. Taxpayer funded model – Client authorizes Consultant to collect each convenience fee from the taxpayer at time of payment.
20.1.1. Credit and debit card processing – 2.9% of transaction amount, minimum of $2.00
20.1.2. ACH/eCheck processing - $2.50 per transaction
20.2. Client funded
20.2.1. Credit and debit card processing – 2.9% of transaction amount
20.2.2. ACH/eCheck processing - $0.75 per transaction
20.3. 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.
20.4. 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.
FEES – Business License Tax and Fees Administration
21. Operations Management Services
21.1. Fees for performing operations management Services shall be $17.16 for each processed account, which is any account for which an application or renewal/return was processed, or active account which was sent a renewal notice.
21.2. 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%.
21.3. Fees related to travel and lodging expenses are billed at cost and apply 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 Client.
21.4. 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.
22. Compliance Services
22.1. Fees for performing compliance Services apply to all monies received for the current tax/license period and any other prior period collected (including monies received for taxes, penalties, interest, and fees).
22.1.1. Fees for performing discovery Services shall be a contingency Fee of 35% of the revenues received as a result of the Services.
22.1.2. In the event that Client discovers a non-compliant business and reports the business to Consultant (including a calculation of all taxes/fees due), Consultant will categorize the 19 19 ATTACHMENT 1
business as a collection service effort and thus apply the lower collection Services contingency Fee rate.
22.1.3. Fees for performing collection Services shall be a contingency Fee of 25% of the revenues received as a result of the Services.
22.1.4. Fees for performing audit Services shall be a contingency Fee of 40% of the revenues received as a result of the Services.
ADDITIONAL FEES AND TERMS – Sales and Transaction and Use Tax Services
23. Consulting and Other Optional Services
23.1. 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.
23.2. Consultant may change the rates for its hourly Fees from time to time. A 30 days’ prior written notice to City will be given.
24. General Provisions Relating to Fees
24.1. 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.
24.2. 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.
25. 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.
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.
20 ATTACHMENT 1
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:
Robert Gray, Vice President
21 ATTACHMENT 1
EXHIBIT C
Payment Schedule shall be paid in accordance with the terms and conditions outlined in the Exhibit A Proposal
22 22 ATTACHMENT 1
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
7/2/2025
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
543162203
A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X
Y Y TCP702275412 5/26/2025 5/26/2026
2,000,000
A 1,000,000 XY TCP702275412 5/26/2025 5/26/2026
A X X
TCP702275412 5/26/2025
5,000,000 Y 5/26/2026
5,000,000 X
None
B E&O/Cyber Liability EET1416703 5/26/2025 5/26/2026 Per Claim/Aggregate $5,000,000 Retroactive Date for Professional Liability- 2/15/2013.
Line Of Coverage: Crime (Fidelity Bond)
Policy # 82556901
Effective Date: 5/26/2025 - 5/26/2026
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
23 23 ATTACHMENT 1
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 attached forms. 24 24 ATTACHMENT 1
Policy No.: TCP702275412
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COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESS AUTO 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.
SECTION I - COVERED AUTOS
Item Two of the Declarations shows the "autos" that
are covered "autos" for each of your coverages. The
following numerical symbols describe the "autos" that
may be covered "autos". The symbols entered next to
a coverage on the Declarations designate the only
"autos" that are covered "autos".
Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations.
The words "we", "us" and "our" refer to the company
providing this insurance.
Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V -
Definitions.
A. Description Of Covered Auto Designation
Symbols
Symbol Description Of Covered Auto Designation Symbols
1 Any "Auto"
2 Owned "Autos" Only those "autos" you own (and for Covered Autos Liability Coverage any Only "trailers" you don't own while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger "autos" you own. This includes those private Passenger passenger "autos" you acquire ownership of after the policy begins. "Autos" Only
4 Owned Only those "autos" you own that are not of the private passenger type (and for "Autos" Other Covered Autos Liability Coverage any "trailers" you don't own while attached to Than Private power units you own). This includes those "autos" not of the private passenger Passenger type you acquire ownership of after the policy begins. "Autos" Only
5 Owned "Autos" Only those "autos" you own that are required to have no-fault benefits in the state Subject To where they are licensed or principally garaged. This includes those "autos" you No-fault acquire ownership of after the policy begins provided they are required to have nofault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they are Subject To A licensed or principally garaged are required to have and cannot reject Uninsured Compulsory Motorists Coverage. This includes those "autos" you acquire ownership of after the Uninsured policy begins provided they are subject to the same state uninsured motorists Motorists Law requirement.
7 Specifically Only those "autos" described in Item Three of the Declarations for which a Described premium charge is shown (and for Covered Autos Liability Coverage any "trailers" "Autos" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" Only you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households.
9 Non-owned Only those "autos" you do not own, lease, hire, rent or borrow that are used in "Autos" Only connection with your business. This includes "autos" owned by your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households but only while used in your business or your personal affairs.
CA 00 0110 13 © Insurance Services Office, Inc., 2011 Page 1 of 12 Policy No.: TCP702275412
43 ATTACHMENT 1
COMMERCIAL AUTO
19 Mobile Equipment Subject To
Compulsory Or
Financial
Responsibility
Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged.
Or Other Motor
Vehicle Insurance Law Only
B. Owned Autos You Acquire After The Policy
Begins
1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered
next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the
remainder of the policy period.
2. But, if Symbol 7 is entered next to a coverage
in Item Two of the Declarations, an "auto" you
acquire will be a covered "auto" for that coverage only if:
a. We already cover all "autos" that you own
for that coverage or it replaces an "auto"
you previously owned that had that coverage; and
b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage.
C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by
this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage:
1. "Trailers" with a load capacity of 2,000
pounds or less designed primarily for travel
on public roads.
2. "Mobile equipment" while being carried or
towed by a covered "auto".
3. Any "auto" you do not own while used with
the permission of its owner as a temporary
substitute for a covered "auto" you own that is
out of service because of its:
a. Breakdown;
b. Repair;
C. Servicing;
d. "Loss"; or
e. Destruction.
SECTION II - COVERED AUTOS LIABILITY COVERAGE
A. Coverage
We will pay all sums an "insured" legally must pay
as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the
ownership, maintenance or use of a covered
"auto".
We will also pay all sums an "insured" legally
must pay as a "covered pollution cost or expense"
to which this insurance applies, caused by an
"accident" and resulting from the ownership,
maintenance or use of covered "autos". However,
we will only pay for the "covered pollution cost or
expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident".
We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not
apply. We may investigate and settle any claim or
"suit" as we consider appropriate. Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements.
1. Who Is An Insured
The following are "insureds":
a. You for any covered "auto".
b. Anyone else while using with your permission a covered "auto" you own, hire or borrow 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" connected
to a covered "auto" you own.
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44 ATTACHMENT 1
(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.
c. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability.
2. Coverage Extensions
a. Supplementary Payments
We will pay for the "insured":
(1) All expenses we incur.
(2) Up to $2,000 for cost of bail bonds
(including bonds for related traffic law
violations) required because of an
"accident" we cover. We do not have
to furnish these bonds.
(3) The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance.
(4) All reasonable expenses incurred by
the "insured" at our request, including
actual loss of earnings up to $250 a
day because of time off from work.
(5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured".
(6) All interest on the full amount of any
judgment that accrues after entry of
the judgment in any "suit" against the
"insured" we defend, but our duty to
COMMERCIAL AUTO
pay interest ends when we have paid,
offered to pay or deposited in court
the part of the judgment that is within
our Limit of Insurance.
These payments will not reduce the Limit
of Insurance.
b. Out-of-state Coverage Extensions
While a covered "auto" is away from the
state where it is licensed, we will:
(1) Increase the Limit of Insurance for
Covered Autos Liability Coverage to
meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered
"auto" is being used. This extension
does not apply to the limit or limits
specified by any law governing motor
carriers of passengers or property.
(2) Provide the minimum amounts and
types of other coverages, such as nofault, required of out-of-state vehicles by the jurisdiction where the covered
"auto" is being used.
We will not pay anyone more than once
for the same elements of loss because of
these extensions.
B. Exclusions
This insurance does not apply to any of the following:
1. Expected Or Intended Injury
"Bodily injury" or "property damage" expected
or intended from the standpoint of the "insured".
2. Contractual
Liability assumed under any contract or
agreement.
But this exclusion does not apply to liability
for damages:
a. 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; or
b. That the "insured" would have in the absence of the contract or agreement.
3. Workers' Compensation
Any obligation for which the "insured" or the
"insured's" insurer may be held liable under
any workers' compensation, disability benefits
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45 ATTACHMENT 1
COMMERCIAL AUTO
or unemployment compensation law or any
similar law.
4. Employee Indemnification And Employer's
Liability
"Bodily injury" to:
a. An "employee" of the "insured" arising out
of and in the course of:
(1) Employment by the "insured"; or
(2) Performing the duties related to the
conduct of the "insured's" business;
or
b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above.
This exclusion applies:
(1) Whether the "insured" may be liable
as an employer or in any other capacity; and
(2) To any obligation to share damages
with or repay someone else who
must pay damages because of the injury.
But this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability
assumed by the "insured" under an "insured
contract". For the purposes of the Coverage
Form, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises.
5. Fellow Employee
"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.
6. Care, Custody Or Control
"Property damage" to or "covered pollution
cost or expense" involving property owned or
transported by the "insured" or in the "insured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement.
7. Handling Of Property
"Bodily injury" or "property damage" resulting
from the handling of property:
a. Before it is moved from the place where it
is accepted by the "insured" for movement into or onto the covered "auto"; or b. After it is moved from the covered "auto"
to the place where it is finally delivered by
the "insured".
8. Movement Of Property By Mechanical Device
"Bodily injury" or "property damage" resulting
from the movement of property by a mechanical device (other than a hand truck) unless the device is attached to the covered
"auto".
9. Operations
"Bodily injury" or "property damage" arising
out of the operation of:
a. Any equipment listed in Paragraphs 6.b.
and 6.c. of the definition of "mobile
equipment"; or
b. Machinery or equipment that is on, attached to or part of a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law
or other motor vehicle insurance law
where it is licensed or principally garaged.
10. Completed Operations
"Bodily injury" or "property damage" arising
out of your work after that work has been
completed or abandoned.
In this exclusion, your work means:
a. Work or operations performed by you or
on your behalf; and
b. Materials, parts or equipment furnished in
connection with such work or operations.
Your work includes warranties or representations made at any time with respect to the fitness, quality, durability or performance of any of the items included in Paragraph a. or b.
above.
Your work will be deemed completed at the
earliest of the following times:
(1) When all of the work called for in your
contract has been completed;
(2) When all of the work to be done at
the site has been completed if your
Policy No.: TCP702275412
46 ATTACHMENT 1
contract calls for work at more than
one site; or
(3) 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.
11 . Pollution
"Bodily injury" or "property damage" arising
out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants":
a. That are, or that are contained in any
property that is:
(1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto";
(2) Otherwise in the course of transit by
or on behalf of the "insured"; or
(3) Being stored, disposed of, treated or
processed in or upon the covered
"auto";
b. Before the "pollutants" or any property in
which the "pollutants" are contained are
moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or
c. After the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the
place where they are finally delivered,
disposed of or abandoned by the "insured".
Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts if:
(1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part
designed by its manufacturer to hold,
store, receive or dispose of such "pollutants"; and
COMMERCIAL AUTO
(2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment".
Paragraphs b. and c. above of this exclusion
do not apply to "accidents" that occur away
from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if:
12. War
(a) The "pollutants" or any property
in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and
(b) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage.
"Bodily injury" or "property damage" 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.
13. Racing
Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also
does not apply while that covered "auto" is
being prepared for such a contest or activity.
C. Limit Of Insurance
Regardless of the number of covered "autos",
"insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit Of Insurance for
Covered Autos Liability Coverage shown in the
Declarations.
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47 ATTACHMENT 1
COMMERCIAL AUTO
All "bodily injury", "property damage" and "covered pollution cost or expense" resulting from continuous or repeated exposure to substantially
the same conditions will be considered as resulting from one "accident".
No one will be entitled to receive duplicate payments for the same elements of "loss" under this Coverage Form and any Medical Payments Coverage endorsement, Uninsured Motorists Coverage endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage
Part.
SECTION Ill - PHYSICAL DAMAGE COVERAGE
A. Coverage
1. We will pay for "loss" to a covered "auto" or
its equipment under:
a. Comprehensive Coverage
From any cause except:
(1) The covered "auto's" collision with
another object; or
(2) The covered "auto's" overturn.
b. Specified Causes Of Loss Coverage
Caused by:
(1) Fire, lightning or explosion;
(2) Theft;
(3) Windstorm, hail or earthquake;
(4) Flood;
(5) Mischief or vandalism; or
(6) The sinking, burning, collision or derailment of any conveyance transporting the covered "auto". c. Collision Coverage
Caused by:
(1) The covered "auto's" collision with
another object; or
(2) The covered "auto's" overturn.
2. Towing
We will pay up to the limit shown in the Declarations for towing and labor costs incurred each time a covered "auto" of the private
passenger type is disabled. However, the labor must be performed at the place of disablement.
3. Glass Breakage - Hitting A Bird Or Animal
- Falling Objects Or Missiles
If you carry Comprehensive Coverage for the
damaged covered "auto", we will pay for the
following under Comprehensive Coverage:
a. Glass breakage;
b. "Loss" caused by hitting a bird or animal;
and
c. "Loss" caused by falling objects or missiles.
However, you have the option of having glass
breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage.
4. Coverage Extensions
a. Transportation Expenses
We will pay up to $20 per day, to a maximum of $600, for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the
private passenger type. We will pay only
for those covered "autos" for which you
carry either Comprehensive or Specified
Causes Of Loss Coverage. We will pay
for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we
pay for its "loss".
b. Loss Of Use Expenses
For Hired Auto Physical Damage, we will
pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without
a driver under a written rental contract or
agreement. We will pay for loss of use
expenses if caused by:
(1) Other than collision only if the Declarations indicates that Comprehensive Coverage is provided for any covered
"auto";
(2) Specified Causes Of Loss only if the
Declarations indicates that Specified
Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicates that Collision Coverage is provided for any covered "auto".
However, the most we will pay for any
expenses for loss of use is $20 per day,
to a maximum of $600.
B. Exclusions
1. We will not pay for "loss" caused by or resulting from any of the following. Such "loss" is excluded regardless of any other cause or
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48 ATTACHMENT 1
event that contributes concurrently or in any
sequence to the "loss".
a. Nuclear Hazard
(1) The explosion of any weapon employing atomic fission or fusion ; or (2) Nuclear reaction or radiation, or radioactive contamination, however caused.
b. War Or Military Action
(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.
2. We will not pay for "loss" to any covered
"auto" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered
"auto" is being prepared for such a contest or
activity.
3. We will not pay for "loss" due and confined to:
a. Wear and tear, freezing , mechanical or
electrical breakdown.
b. Blowouts, punctures or other road damage to tires.
This exclusion does not apply to such "loss"
resulting from the total theft of a covered
"auto".
4. We will not pay for "loss" to any of the following:
a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment.
b. Any device designed or used to detect
speed-measuring equipment, such as radar or laser detectors, and any jamming apparatus intended to elude or disrupt
speed-measuring equipment.
c. Any electronic equipment, without regard
to whether this equipment is permanently
COMMERCIAL AUTO
installed, that reproduces, receives or
transmits audio, visual or data signals.
d. Any accessories used with the electronic
equipment described in Paragraph c.
above.
5. Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely by
use of the power from the "auto's" electrical
system that, at the time of "loss", is:
a. Permanently installed in or upon the covered "auto"; b. Removable from a housing unit which is
permanently installed in or upon the covered "auto";
c. An integral part of the same unit housing
any electronic equipment described in
Paragraphs a. and b. above; or
d. Necessary for the normal operation of the
covered "auto" or the monitoring of the
covered "auto's" operating system.
6. We will not pay for "loss" to a covered "auto"
due to "diminution in value".
C. Limits Of Insurance
1. The most we will pay for:
a. "Loss" to any one covered "auto" is the
lesser of:
(1) The actual cash value of the damaged or stolen property as of the time of the "loss"; or
(2) The cost of repairing or replacing the
damaged or stolen property with
other property of like kind and quality.
b. All electronic equipment that reproduces,
receives or transmits audio, visual or data
signals in any one "loss" is $1 ,000, if, at
the time of "loss", such electronic equipment is:
(1) Permanently installed in or upon the
covered "auto" in a housing, opening
or other location that is not normally
used by the "auto" manufacturer for
the installation of such equipment;
(2) Removable from a permanently installed housing unit as described in Paragraph b.(1) above; or
(3) An integral part of such equipment as
described in Paragraphs b.(1) and
b.(2) above.
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49 ATTACHMENT 1
COMMERCIAL AUTO
2. An adjustment for depreciation and physical
condition will be made in determining actual
cash value in the event of a total "loss".
3. If a repair or replacement results in better
than like kind or quality, we will not pay for the
amount of the betterment.
D. Deductible
For each covered "auto", our obligation to pay for,
repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive
Coverage deductible shown in the Declarations
does not apply to "loss" caused by fire or lightning.
SECTION IV - BUSINESS AUTO CONDITIONS
The following conditions apply in addition to the
Common Policy Conditions:
A. Loss Conditions
1. Appraisal For Physical Damage Loss
If you and we disagree on the amount of
"loss", either may demand an appraisal of the
"loss". In this event, each party will select a
competent appraiser. The two appraisers will
select a competent and impartial umpire. The
appraisers will state separately the actual
cash value and amount of "loss". If they fail to
agree, they will submit their differences to the
umpire. A decision agreed to by any two will
be binding. Each party will:
a. Pay its chosen appraiser; and
b. Bear the other expenses of the appraisal
and umpire equally.
If we submit to an appraisal, we will still retain
our right to deny the claim.
2. Duties In The Event Of Accident, Claim,
Suit Or Loss
We have no duty to provide coverage under
this policy unless there has been full compliance with the following duties:
a. In the event of "accident", claim, "suit" or
"loss", you must give us or our authorized
representative prompt notice of the "accident" or "loss". Include:
(1) How, when and where the "accident"
or "loss" occurred;
(2) The "insured's" name and address;
and
(3) To the extent possible, the names
and addresses of any injured persons
and witnesses.
b. Additionally, you and any other involved
"insured" must:
(1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's"
own cost.
(2) Immediately send us copies of any
request, demand, order, notice,
summons or legal paper received
concerning the claim or "suit".
(3) Cooperate with us in the investigation
or settlement of the claim or defense
against the "suit".
(4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require.
c. If there is "loss" to a covered "auto" or its
equipment, you must also do the following:
(1) Promptly notify the police if the covered "auto" or any of its equipment is stolen.
(2) Take all reasonable steps to protect
the covered "auto" from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered
"auto" and records proving the "loss"
before its repair or disposition.
(4) Agree to examinations under oath at
our request and give us a signed
statement of your answers.
3. Legal Action Against Us
No one may bring a legal action against us
under this Coverage Form until:
a. There has been full compliance with all
the terms of this Coverage Form; and
b. Under Covered Autos Liability Coverage,
we agree in writing that the "insured" has
an obligation to pay or until the amount of
that obligation has finally been determined by judgment after trial. No one has the right under this policy to bring us into
an action to determine the "insured's" liability.
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50 ATTACHMENT 1
4. Loss Payment - Physical Damage Coverages
At our option, we may:
a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or
c. Take all or any part of the damaged or
stolen property at an agreed or appraised
value.
If we pay for the "loss", our payment will include the applicable sales tax for the damaged or stolen property.
5. Transfer Of Rights Of Recovery Against
Others To Us
If any person or organization to or for whom
we make payment under this Coverage Form
has rights to recover damages from another,
those rights are transferred to us. That person
or organization must do everything necessary
to secure our rights and must do nothing after
"accident" or "loss" to impair them.
B. General Conditions
1. Bankruptcy
Bankruptcy or insolvency of the "insured" or
the "insured's" estate will not relieve us of any
obligations under this Coverage Form.
2. Concealment, Misrepresentation Or Fraud
This Coverage Form is void in any case of
fraud by you at any time as it relates to this
Coverage Form. It is also void if you or any
other "insured", at any time, intentionally conceals or misrepresents a material fact concerning:
a. This Coverage Form;
b. The covered "auto";
c. Your interest in the covered "auto"; or
d. A claim under this Coverage Form.
3. Liberalization
If we revise this Coverage Form to provide
more coverage without additional premium
charge, your policy will automatically provide
the additional coverage as of the day the revision is effective in your state.
4. No Benefit To Bailee - Physical Damage
Coverages
We will not recognize any assignment or
grant any coverage for the benefit of any perCOMMERCIAL AUTO son or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form.
5. Other Insurance
a. For any covered "auto" you own, this
Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage
Form provides for the "trailer" is:
(1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a
covered "auto" you own.
b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered
"auto" you own. However, any "auto" that
is leased, hired, rented or borrowed with
a driver is not a covered "auto".
c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract".
d. When this Coverage Form and any other
Coverage Form or policy covers on the
same basis, either excess or primary, we
will pay only our share. Our share is the
proportion that the Limit of Insurance of
our Coverage Form bears to the total of
the limits of all the Coverage Forms and
policies covering on the same basis.
6. Premium Audit
a. The estimated premium for this Coverage
Form is based on the exposures you told
us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due
and the first Named Insured will be billed
for the balance, if any. The due date for
the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium
exceeds the final premium due, the first
Named Insured will get a refund.
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51 ATTACHMENT 1
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b. If this policy is issued for more than one
year, the premium for this Coverage Form
will be computed annually based on our
rates or premiums in effect at the beginning of each year of the policy.
7. Policy Period, Coverage Territory
Under this Coverage Form, we cover "accidents" and "losses" occurring:
a. During the policy period shown in the
Declarations; and
b. Within the coverage territory.
The coverage territory is:
(1) The United States of America;
(2) The territories and possessions of the
United States of America;
(3) Puerto Rico;
(4) Canada; and
(5) Anywhere in the world if a covered
"auto" of the private passenger type
is leased, hired, rented or borrowed
without a driver for a period of 30
days or less,
provided that the "insured's" responsibility to
pay damages is determined in a "suit" on the
merits, in the United States of America, the
territories and possessions of the United
States of America, Puerto Rico or Canada, or
in a settlement we agree to.
We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places.
8. Two Or More Coverage Forms Or Policies
Issued By Us
If this Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us applies to the
same "accident", the aggregate maximum
Limit of Insurance under all the Coverage
Forms or policies shall not exceed the highest
applicable Limit of Insurance under any one
Coverage Form or policy. This condition does
not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form.
SECTION V - DEFINITIONS
A. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage".
B. "Auto" means:
1. A land motor vehicle, "trailer" or semitrailer
designed for travel on public roads; or
2. 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".
C. "Bodily injury" means bodily injury, sickness or
disease sustained by a person, including death
resulting from any of these.
D. "Covered pollution cost or expense" means any
cost or expense arising out of:
1. Any 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
2. Any 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".
"Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants":
a. That are. or that are contained in any
property that is:
(1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto";
(2) Otherwise in the course of transit by
or on behalf of the "insured"; or
(3) Being stored, disposed of, treated or
processed in or upon the covered 11 auto";
b. Before the "pollutants" or any property in
which the "pollutants" are contained are
moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or
c. After the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the
place where they are finally delivered,
disposed of or abandoned by the "insured".
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52 ATTACHMENT 1
Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if:
(1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part
designed by its manufacturer to hold,
store, receive or dispose of such "pollutants"; and
(2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equipment".
Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises
owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if:
(a) The "pollutants" or any property
in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and
(b) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage.
E. "Diminution in value" means the actual or perceived loss in market value or resale value which results from a direct and accidental "loss".
F. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker".
G. "Insured" means any person or organization qualifying as an insured in the Who Is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or
"suit" is brought.
H. "Insured contract" means:
1. A lease of premises;
2. A sidetrack agreement;
3. Any easement or license agreement, except
in connection with construction or demolition
operations on or within 50 feet of a railroad;
COMMERCIAL AUTO
4. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality;
5. 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
to pay for "bodily injury" or "property damage"
to a third party or organization. Tort liability
means a liability that would be imposed by
law in the absence of any contract or agreement; or
6. 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".
An "insured contract" does not include that part of
any contract or agreement:
a. 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, roadbeds, tunnel, underpass or
crossing;
b. 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
c. 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.
I. "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".
J. "Loss" means direct and accidental loss or damage.
K. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
CA 00 0110 13 © Insurance Services Office, Inc., 2011 Page 11 of 12 Policy No.: TCP702275412
53 ATTACHMENT 1
COMMERCIAL AUTO
1. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
2. Vehicles maintained for use solely on or next
to premises you own or rent;
3. Vehicles that travel on crawler treads;
4. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted:
a. Power cranes, shovels, loaders, diggers
or drills; or
b. Road construction or resurfacing equipment such as graders, scrapers or rollers;
5. Vehicles not described in Paragraph 1., 2., 3.
or 4. above that are not self-propelled and are
maintained primarily to provide mobility to
permanently attached equipment of the following types:
a. Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well-servicing equipment; or
b. Cherry pickers and similar devices used
to raise or lower workers; or
6. Vehicles not described in Paragraph 1., 2., 3.
or 4. 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":
a. Equipment designed primarily for:
(1) Snow removal;
(2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning;
b. Cherry pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
c. Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
or 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".
L. "Pollutants" means 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.
M. "Property damage" means damage to or loss of
use of tangible property.
N. "Suit" means a civil proceeding in which :
1. Damages because of "bodily injury" or "property damage"; or
2. A "covered pollution cost or expense";
to which this insurance applies, are alleged.
"Suit" includes:
a. An arbitration proceeding in which such
damages or "covered pollution costs or
expenses" are claimed and to which the
"insured" must submit or does submit with
our consent; or
b. Any other alternative dispute resolution
proceeding in which such damages or
"covered pollution costs or expenses" are
claimed and to which the insured submits
with our consent.
0. "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.
P. "Trailer" includes semitrailer.
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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.
TCP702275412
Hinderliter de Llamas & Associates 05/26/2025 City of Manteca, its elected and appointed officers, officials, employees, agents and 1001 W. Center Street Manteca, CA 95337 61 61 ATTACHMENT 1