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18-244 Koff and Associates, Two Total Compensation SurveysI I CITY OF II PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of Dece mber 17 2018 -----~------------ ("Effective Date") by and between the City of Cupertino , a municipal corporation ("City"), and Koff and Associates ("Contractor"), a public sector consulting finn for two Total Comp ensation Surveys 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services ") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on July 1, 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor 's Services shall begin on December 17 , 2018 and shall be completed by March 31 , 2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance , attached and incorporated here E xhibit B . 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time , resources , and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 56,414.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here . The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor 's actual costs exceed the capped amount. No ex tra work or payment is pennitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month . Within thirty (30) days of completion of Services , Contractor must submit a requisition for final and complete payment of costs and pending claims for C ity approval. Failure to timely submit a complete and accurate payment requisition relieve s City of any further payment or other obligations under the Agreement. Proj ect Two Total Compensation Studies Page I of 8 Profess io nal/Co ns u lting Cont racts !Ve rs ion: May 22 , 201 8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee , partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , worker's compensation or other benefits from the City . 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry . 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or ce1iified to perfonn the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the te1ms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In perfonning this Agreement , Contractor may have access to private or confidential infonnation owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City infonnation provided by City to Contractor and use it only to perfonn this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data . 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map , plan, drawing, specification , data, record , document or other infonnation or work, in any medium (collectively, "Work Product"), prepared by Contractor in c01mection with this Agreement will be the exclusive prope1iy of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent pennitted by Title 17 ofU.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. Proj ect Two Total Compensation Studies Page 2 of 8 Pr ofess io nal!Cons 11/tin g Co ntracts !Ve rs ion: May 22, 201 8 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented , trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and /or ( d) Other City projects . 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its perfonnance in accordance with generally accepted accounting principles. The records must include detailed infonnation of Contractor's performance, benchmarks and deliverables , which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the tenn of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "C ity of Cupertino" will be displayed in all pieces of publicity, including flyers , press releases , posters, brochures, public service announcements, interviews and newspaper articles . No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Proj ec t Two Total Compensation Studies Page 3 of 8 Professional/Co nsultin g Contra cts /Ve rs ion: May 22, 20 18 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("lndemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages , claims , actions, causes of action, demands , charges, losses , costs and expenses (including attorney fees , legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during perfonnance of the Services; ( c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors ; ( d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party . 11.2 Contractor must pay the costs City incurs in enforcing this provision . Contractor must accept a tender of defense upon receiving notice from City of a third-party claim , in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim , dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price , workers' compensation payments , or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction . 12. INSURANCE Contractor shall comply with the Insurance Requirements , attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory ce11ificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice , purchasing insurance for Contractor and deducting the costs from Contractor's compensation or tenninating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees perfo1ming the Services , as required by the Immigration Refonn and Control Act. Project Two Total Compensation Studies Page 4 of8 Profess ional/Co nsulting Co ntracts !Ve rs ion: May 22 , 20 18 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1 720 and other labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race , religious creed, color, ancestry , national origin , ethnicity, handicap , disability, marital status, pregnancy, age , sex, gender, se xual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee , a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor wa1Tants that no public official , employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Govermnent Code Section 1090 et seq. Contractor may be required to file a conflict of interest fonn if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments , requiring reimbursements or tenninating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Kristina Alfaro, Director of Administrative Services as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Katie Kaneko ______ as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Perfonnance. Contractor must regularly update the City 's Project Manager about the progress with the work or any delays , as required under the Scope of Services . City written approval is required prior to substituting a new Representative . 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be Proj ec t Two Total Compensation Studies Page 5 of 8 Profess ional/Co ns ulting Co nt racts /Ve rsion: May 22, 20 18 given reasonable time to assemble the work and close out the Services . With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the perfonnance of the Services . 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of tern1ination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in corn1. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be suppo11ed by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing paity will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constih1te a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nahire between the Pai1ies, and supersedes any other agreement(s) and understanding(s), either oral or written , between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Patty's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. Proj ect Two Total Compensation Studies Pa ge 6 of S Pro.fess iona l/Cons 11/ting Con /r ac /s /Ve rs ion: J'vlay 22, 20 /8 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be infe1Ted herein. Either pa11y may request an amendment to cure mistaken insertions or omissions of required provisions . The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a pa11 of the Agreement and in no way affect, limit or amplify the tenns or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any tenn or provision of this Agreement, or their application to a particular sih1ation, is found by the cou11 to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Pa11ies agree to work in good faith to amend this Agreement to cmTy out its intent. 25. SURVIVAL All provisions which by their nahire must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or ce,tified, or the next business day following electronic submission: To City of Cupe11ino l 0300 Torre Ave., C up ert in o CA 95014 Attention: Kristina Alfaro Email: kristinaa @ cupertino.org To Contractor: Koff and Associ ates 2835 Seventh Street Berkeley, CA 94710 Attention: Georg S. Krammer Email: gkra mm er@koffassoc iates.co m 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if ( a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3 .23, as amended from time to time, (b) is signed by the City Manager or an authorized designee , and (c) is approved for fonn by the C ity Attorney's Office. Project Two Total Co mpen sation Stud ies Page 7 of 8 Profess ional/Cons ulting Con trn cts !Version: May 22, 20/8 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts , each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the.._ arties have caused the Agreement to be executed . CONTRACTOR CITY OF CUPERTINO Name Catherin e Kaneko :YMu[~ Name Kristina A I faro Title President Title Director of Administrative Services Date December 12, 2018 Date December 3 , 2018 Ta x /.D. No.: 61-1493064 F RM: fec/)/Z-17-1,Z ,eJ JZ-2/J ~1 2 Cupertino Acting City Attorney *' )},t,.~) t__11__ Ns e-1n-a .... / -{m~ ~ GRACE SCHMIDT ,/.i.. /-2-/f City Clerk Proj ect Two Total Compensatio n Studies Page 8 of 8 Pr ofess io11al/Co11 sulti11 g Con tra c ts /Version : May 22, 20/8 Submittal date: September 6, 2018 Total Compensation Survey Proposal City of Cupertino Submitted by : Koff & Associates Georg S. Krammer Chief Executive Officer 2835 Seventh Street Berkeley, CA 94710 www.KoffAssociates.com gkrammer@koffassociates.com Tel: 510.658.5633 Fax : 510.652.5633 Exhibit A, B, c September 6, 2018 Ms. Kristina Alfaro Director of Administ r ative Services City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Dear Ms. Alfaro: Thank you for the opportunity to respond to your request for proposal for two (2) Total Compensation Surveys for the City of Cupertino {"City"), in preparation for contract negotiations in January, 2019 and to be completed no later than March, 2019. The first will cover the City Manager and City Attorney classifications; the second will cover approximately sixty {60) benchmarks . Koff & Associates is an experienced pub l ic-sector consulting firm that has been conducting similar classification and compensation studies for cities, counties, and special districts, for over thirty- four {34) years. The firm has achieved a reputation for working successfully with management, employees, and union representatives. We believe in a high level of dialogue and input from employees and management and our proposal speaks to that level of effort. That extra effort has resulted in close to 100% implementation of all of our classification and compensation studies. We are very proud of the fact that our firm has never had a formal appeal to any of our studies in its history. I can be reached at our Berkeley address and phone number listed at the bottom of this page. My email is gkrammer@koffassociates.com. Please call me with any questions or if you wish additional information. We look forward to the opportunity to again provide professional assistance to the City of Cupertino with this important project. Sincerely yours, Georg S. Krammer Chief Executive Officer 2835 Seventh Street, Berke ley , Ca li fornia 94710 I 510 .658.5633 I www.KoffAssoc iates .com TABLE OF CONTENTS Total Compensation Study Proposal City of Cupertino Qualifications of Firm 1 Key Personnel 2 Methodology, Scope of Work, Deliverables 5 Cost Proposals 8 Insurance 9 Signature Page 2835 Seventh Street, Berkeley, California 94710 I 510 .658.5633 I www.l<offAssociates.com QUALIFICATIONS OF FIRM Total Compensation Study Proposal City of Cupertino Koff & Associates {"K&A") is a full-spectrum, public sector human resources consulting firm that was founded by Gail Koff in 1984, and has been assisting cities, counties, special districts, other public agencies, and non-profit organizations with their compensation and classification needs for over 34 years. We are a private California corporation, #2785458, and our legal name is Kaneko & Krammer Corp. dba Koff & Associates, Inc. Our headquarters are in Berkeley, CA, and we have satellite offices in Southern California, the Central Valley, and the Sacramento Region. We are a California State-certified Small Business Enterprise, and, locally through the County of Alameda, we are also a certified Local, Small Local, and Very Small Local Business Enterprise. We are familiar with the various public sector organizational structures, agency missions, operational and budgetary requirements, and staffing expectations . We have extensive experience working in both union and non-union environments (including service as the management representative in meet & confer and negotiation meetings), working with City Councils, Boards of Directors, Boards of Commissioners, Boards of Supervisors, County Commissions, Boards of Trustees, Merit Boards, and Joint Power Authorities. The firm's areas of focus are classification and compensation studies (approximately 70% of our workload); organizational development/assessment studies; performance management and incentive compensation programs; development of strategic management tools; policy/procedure development and employee handbooks; executive search and staff recruitments; public agency consolidations and separations; Human Resources audits; and serving as off-site Human Resources Director for our smaller public agencies that need the expertise of an Human Resources Director but do not need a full-time, on- site professional. Without exception, all of our studies have successfully met all of our intended commitments; communica- tions were successful with employees, supervisors, management, and union representatives; and we were able to assist each agency in successfully implementing our recommendations . All studies were brought to completion within stipulated time limits and proposed budgets. The firm's long list of clients is indicative of its reputation as being a quality organization that can be relied on for producing comprehensive, sound and cost-effective recommendations and solutions. Koff & Associates has a reputation for being "hands on" with the ability and expertise to implement its ideas and recommendations through completion in both union and non-union environments. K&A relies on our stellar reputation and the recommendations and referrals of current and recent past clients to attract new clients. Our work speaks for itself and our primary goal is to provide professional and technical consulting assistance with integrity, honesty and a commitment to excellence. We are very proud of the fact that we have not had any formal appeals in our entire history, working with hundreds of public agency clients and completing hundreds of classification and compensation studies. 2835 Seventh Street, Berkeley, Ca lifornia 94710 I 510.658.5633 I www.l<offAssoc iates .com 1 - KEY PERSONNEL Total Compensation Study Proposal City of Cupertino All members of the Koff & Associates team have worked on multiple compensation studies and are well acquainted with the wide array of public-sector compensation structures, as well as the challenges and issues that arise when conducting compensation studies such as this one for the City of Cupertino. Following are short biographies of the specific staff who will be assigned to this study: Catherine "Katie" Kaneko, C.P.A., P.H.R. President Katie is one of the two principals/owners of Koff & Associates, a full -spectrum public sector Human Resources consulting firm. She brings twenty-five (25) years of management-level human resources and consulting experience in the to K&A. She has extensive experience in classification analysis and evaluation techniques, compensation, performance incentive programs, recruitment, and organizational studies. Armed with her Bachelor of Business Administration degree, and as a CPA (Certified Public Accountant), Katie began her career in an international accounting/consulting firm . She transitioned into Human Resources within the firm to become the Human Resources Director of the San Francisco office. She next moved into the high-tech industry where she served in leadership positions for high-growth companies, startup firms , and organizations in transition. Katie then moved to the public sector, joining K&A in 2003 and has been the firm's President since 2005; over the last fourteen (14) years, she has overseen hundreds of compensation, classification, organizational and other studies for cities, counties, and special districts throughout California. Some of the agencies for whom classification and/or compensation studies, or HR Services (such as organizational assessments, executive performance evaluations, etc.) were led by Katie, as Project Director, during the last two calendar years (2016, 2017) include, but are not limited to, the following: • Cities: Calistoga, Carmel, Coachella, Crescent City, Cupertino, Dinuba, Fairfield, Galt, Hayward, Morgan Hill, Newman, Palo Alto, Piedmont, Sacramento, San Pablo, Santa Rosa, Seaside, Sonora, and Tracy . • Counties: El Dorado, Merced, and Tuolumne . • Special Districts: California State Auditor's Office , Castro Valley Sanitary District, Central Fire District of Santa Cruz County, Coastside County Water District, Contra Costa County Employees ' Retirement Association, Cosumnes Community Services District, Discovery Bay Community Services District, Dublin San Ramon Services District, East Palo Alto Sanitary District, Encina Waste Water Authority, Fairfield Suisun Sewer District, First 5 Santa Clara, Hartnell College, Indian Wells Valley Water District, Mendocino Coast Recreation & Park District, Midpeninsula Regional Open Space District, Monterey Regional Water Pollution Control Agency, Mt. View Sanitary District, Municipal Pooling Authority, North Coast County Water District, Northern California Power Agency, Oakland Housing Authority, Public Agency Risk Sharing Authority of California, Rancho Murieta Community Services District, Retirement Office of City of San Jose, Salinas Valley Solid 2835 Seventh Street, Berke ley, Ca lifornia 94710 I 510.658 .5633 I www.KoffAssociates .com 2 - Total Compensation Study Proposal City of Cupertino Waste Authority, San Francisco County Transportation Authority, Santa Clara Valley Open Space Authority, Santa Clara Valley Water District, Solano Transportation Authority, Sonoma County Open Space District, Superior Court of San Joaquin County, Travis Unified School District, West Valley Sanitation District of Santa Clara County . Katie will be key personnel and serve as the Co-Project Director for this project; she will coordinate all of K&A's efforts, will attend all meetings with the City, and will be responsible for all work products and deliverables . Irene Chan, 8.5. Consultant Irene has over thirty (30) years of professional ex perience in finance and accounting for a wide variety of private sector industries and non-profit organizations, including sixteen (16) years in a management role . As Director of Finance and Administration, Irene gained over seven (7) years of experience in the Human Resources field . Her experience includes payroll and compensation administration, benefits analysis, budgeting and forecasting, financial reporting, and establishment of financial procedures and controls. Irene also developed extensive analytical skills as a result of her many years in the financial world. Since joining K&A, Irene has worked on Classification and/or Compensation Studies for: • Cities: Arroyo Grande, Coachella, and Santa Barbara. • Counties: El Dorado, and Merced . • Special Districts : AC Transit, Alameda County Transportation Commission, California State Auditors Office, Central Fire Protection Dist r ict of Santa Cruz County, El Dorado County Transit Authority, Foothill-DeAnza Community College District, Livermore Area Recreation & Park District, Mid-Peninsula Water District, Santa Clarita Valley Water Agency, Superior Court of the County of San Joaquin, and Western Riverside Council of Governments. Irene earned her B.S. degree in Business Administration with an emphasis on Accounting at San Francisco State University. Irene will provide consultant support throughout the project, including compensation analysis, internal job analys is, staffing analysis , development of recommendations, and implementation strategies. Brenna Huntley, M.S. Consultant Prior to joining the K&A team in early 2017, Brenna worked in human services and education to connect people with the services and information most important to them. Her transition into human resources consulting allows her to continue this trend, focusing on classification and compensation studies to deliver 2835 Seventh Street, Berke ley, Ca lifornia 94710 I 510 .658.5633 I www.KoffAssociates .com 3 - Total Compensation Study Proposal City of Cupertino sound market data and recommendations to clients . In addition to her professional pursuits, Brenna has spent several years conducting research studies in academic laboratories, investigating questions surrounding leadership effectiveness, organizational culture, and employee selection. Since joining K&A, Brenna has worked on classification and/or compensation studies for the following agencies: • Cities: Palm Desert , and Redlands. • Special Districts: Alameda Housing Authority, Costa Mesa Sanitary District, Encina Wastewater Authority, Foothill-DeAnza Community College District, Habeas Corpus Resources Center, Leucadia Wastewater Authority, Marina Coast Water District, Midpeninsula Regional Open Space District, Mid-Peninsula Water District, Rancho Murieta Community Services District, Riverside County Transportation Commission, Sacramento Area Council of Governments, Santa Clara County Housing Authority, and Santa Clarita Valley Water Agency. Brenna earned her B.A. degree in Psychology from San Diego State University, and her M .S. degree in Industrial/Organizational Psychology from San Francisco State University. She will provide consultant support throughout this effort for the City including compensation analysis , internal job analysis, development of recommendations, and implementation strategies . 2835 Seventh Street, Berke l ey , Ca l ifornia 94710 I 510 .658.5633 I www.KoffAssociates .com 4 - Total Compensation Study Proposal City of C upertino METHODOLOGY I SCOPE OF WORK I DELIVERABLES TOTAL COMPENSATION STUDIES (2): Deliverable A. Initial Documentat ion Review, Meetings with Study Project Team and Management Sta f f • Identify client project team, contract administrator, and reporting relationships . • Orientation and briefing sessions with the study project team and staff to explain methodology. • Gather all pertinent documentation, including class desc r iptions, organizational charts, personnel policies, memoranda of u nderstanding, previous compensation studies, etc . De liverable B. List o f Compa r at or Agencies, Be n ch m a rk Classifica t ions, and Benefit s to be Colle cted • Confirm comparator agencies ; following is the historical list offifteen (15) agencies , which the City wants to use fo r the new study : 1. Campbell 2. Gilroy 3 . Los Altos 4 . Los Gatos 5 . Menlo Park 6. Milpitas 7 . Morgan Hill 8. Mounta in View 9. Palo Alto 10. Redwood City 11. San Jose 12. San Mateo 13. Santa Clara 14 . Saratoga 15. Sunnyvale • Identify classifications to be studied based on an internal relationship analysis of all classifications . For the first study, we will conduct a ma r ket survey for the City Manager position and the City Attorney position ; fo r the second study to be done after the smaller one is completed, we will survey approximately six t y (60) benchmark clas si fications . • Confirm benefits to be collected . D eliverable C. Dat a Colle cti o n • K&A to conduct all of t he data collection and analysis to ensure validity of data and quality control; compare job description t o job description; ensure matches of at least 70%. • Review the City 's existing job descriptions to ensure understanding of each position to be surveyed. • Collect job descriptions, organization cha rts, and othe r information from comparato r agencies via website, in person, o r by telephone . • Make preliminary "matches" and then schedule appointments by telephone, and sometimes in person , with knowledgea b le individuals to answer specific questions . 1 • Ensure a very high validity rate and produce data that is substantiated before management, employee representation as well as governing bodies. 2835 Seventh Street, Berke ley, Ca lifo rn ia 94710 I 510.658 .5633 I www.KoffAssociates .com 5 - Total Compensation Study Proposal City of Cupertino Deliverable D. Analysis and Preliminary Data Review • Enter data into spreadsheet format designed for ease of interpretation and use . • Present information in a format that will identify the comparator positions used for each class comparison. • Calculate information based upon average and median figures, allowing the City to make informed compensation decisions. Deliverable E. Draft Compensation Findings and Meeting with Project Team • Distribute draft findings to the City. • After the City's preliminary review, meet with the project team and various stakeholders to clarify data, receive requests for reanalysis of certain comparators; and answer questions and address concerns . • Provide an opportunity for the project team and other stakeholders to review and question any of our recommended benchmark comparator matches. • If questions arise, conduct follow-up analysis to reconfirm original analysis and/or make corrections. Deliverable F. Internal Job Analysis • Determine internal equity for both market driven and non-benchmarked positions. • Develop internal position hierarchy based on the "whole position" classification methodology including education, experience, problem solving/ingenuity, attention/stress, independence of action/responsibility, contacts with others, supervision exercised, consequence of action/decisions. • Make recommendations regarding vertical salary differentials across the organization. Deliverable G. Compensation Structure Development • Review and make recommendations regarding internal alignment and salary structure within which classifications are allocated, based upon the City's preferred compensation model. • Discuss draft recommendations with management team prior to developing Interim Report . Deliverable H. Preparation of Draft Final and Final Report and Deliverables • Complete Draft Report and submit to the City for review, comment, and recommendations, including detailed compensation findings and recommendations; proposed salary structure, and implementation issues; methodology for continued implementation and maintenance of plan . • After the City's questions/concerns are addressed and discussed, create Final Compensation Report. Deliverable I. Final Presentation • Our proposal includes one initial overview, one interim study session (to discuss the initial findings of the market salary study), and one final presentation to the City Council, as needed. 2835 Seventh Street, Berke ley, Ca liforn ia 94710 I 510.658.5633 I www .KoffAssociates .com 6 - TIMELINE: Total Compensation Study Proposal City of Cupertino Our professional experience is tha t compensation studies of this scope and for this size organization take approximately four (4) months to complete, allowing for adequate compensation data collection and analysis, review steps by the Ci t y, the development of final reports, any appeals, meetings, and presentations. If the City would l i ke the study completed by the end of March, 2019, we recommend beginning the studies no later than November or December, 2018 . We of course would complete the first survey before beginning the second one. Following is a suggested timeline (which can be modified based on the City's needs): Deliverables Total Compensation Completion by Studies A. Initial Documen t ation Review, Meetings with Study Project Week 1 Team & Management Staff List of Compara t or Agencies, Benchmark Classifications (2 in the B. first study; approx . 60 in the second one), and Benefits to be Week 1 Collected C. Data Collection Week 10 D. Analysis and Preliminary Data Review Week 11 E. Draft Compensation Findings and Meeting with Project Team Week 14 F. Internal Job Ana lysis Week 15 G. Compensat io n Structure Developmen t Week 15 H. Preparation of Draft Final and Final Report and Deliverables Week 16 I. Final Presentation As Scheduled 2835 Seventh Street, Berke ley, Ca lifornia 94710 I 510.658.5633 I www .KoffAssociates.com 7 - Total Compensation Study Proposal City of Cupertino COST PROPOSAL Deliverables Total Compensation Study Hours for 2 Benchmarks A. Initial Documenta tion Review, Meetings with Study Project Team and 1 Management Staff B. List of Comparator Agencies, Benchmark Classifications, and Benefits 2 to be Collected Data Collection: C. Assumes : 2 benchmarks, 15 comparator agencies, total compensation 25 including benefits Analysis and Preliminary Data Review D. Assumes: 2 benchmarks, 15 comparator agencies, total compensation 10 including benefits E. Draft Compensation Findings and Meeting with Project Team 5 F. In ternal Job Analysis 1 G. Compensation Structure Development 1 H. Preparation of Draft Final and Final Report and Deliverables 4 I. Final Presentation 5 Additional anticipated meetings with Human Resources, Management, etc. 0 Total Professional Hours 54 Combined professional and clerical composite rate: $134/Hour $7,236 Expenses are included in the composite hourly rate : N/A Expenses include but are not limited to duplicating documents, binding reports, phone, supplies, postage, parking, meals, travel time, etc. TOTAL PROJECT COST NOT TO EXCEED: $7,236 *Additional consulting will be honored at composite rate ($134} Note: this first study will be done on an hourly basis as it's harder to estimate hours needed for smaller studies. Of course, we will only charge for actual hours worked. Thus, if we only need 40 hours to do this first study, we'll only charge for 40 hours, as an example. 283 5 Se venth Street, Berke ley, Californ ia 94710 I 510 .658.5633 I w ww .KoffAssociates.corn 8 - Total Compensation Study Proposal City of Cupertino Total Compensation Study p Deliverables Hours for 60 Bene hmarks A. Initial Documentation Review, Meetings with Study Project Team and 8 Management Staff 8. List of Comparator Agencies, Benchmark Classifications, and Benefits 2 to be Collected Data Collection: C. Assumes: 60 benchmarks, 15 comparator agencies, total compensation 180 including benefits Analysis and Preliminary Data Review D. Assumes: 60 benchmarks, 15 comparator agencies, total compensation 90 including benefits E. Draft Compensation Findings and Meeting with Project Team 35 F. Internal Job Analysis 10 G. Compensation Structure Development 10 H. Preparation of Draft Final and Final Report and Deliverables 16 I. Final Presentation 8 Additional anticipated meetings with Human Resources, Management, etc. 8 Total Professional Hours 367 Combined professional and clerical composite rate: $134/Hour $49,178 Expenses are included in the composite hourly rate: N/A Expenses include but are not limited to duplicating documents, binding reports, phone, supplies, postage, parking, meals, travel time, etc. TOTAL PROJECT COST NOTTO EXCEED : $49,178 *Additional consulting will be honored at composite rate ($134) INSURANCE REQUIREMENTS We will submit support of the required level of coverage and endorse the City of Cupertino with our General Liability Insurance coverage upon award of contract. Workers' Compensation: General Liability: Errors and Omissions: Automobile Insurance: Statutory Limits $2 million per occurrence $1 million per occurrence $1 million per occurrence Our insurance brok~r is Ms. Eileen Hollander, Sr. Account Manager/Commercial Lines, lntegro Insurance Brokers, 2300 Contra Costa Blvd ., Suite 375, Pleasant Hill, CA 94523. 2835 Seve nth Street, Berkeley, Ca lifornia 94710 I 510 .658.5633 I www.KoffAssoc iates.com 9 - Proposa l Signature Page Total Compensation Study Proposal City of Cupertino Koff & Associates intends to adhere to all of the provisions described above. This proposal is valid for at least ninety (90) days. Respectfully submitted, By: KOFF & ASSOCIATES State of California Georg S. Krammer Chief Executive Officer September 6, 2018 11!1 • Kott & Associates l.m Human Resources Consulting Since 1 g34 2835 Seventh Street, Be rkeley , Ca lifornia 94710 I 510.658.5633 I www.KoffAssociates.com .4..CORD® CERTIFICATE OF LIABILITY INSURANC Exhibit D DATE (MM/DD/YYYY) 1 2/1 0/2018 ~ I 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. 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). PRODUCER LIC #0E77964 1-925-671-5110 CONTACT Eileen Hollander NAME : Integro Insurance Brokers rt,gNt.ro Ext\· 925-852-0445 I FAX IA/C No\: 925-852-0495 E-MAIL Eileen.Hollander@integrogroup.com 23 00 Contra Costa Blvd ADDRESS: Suite 375 INSURER(S) AFFORDING COVERAGE NAIC# Pleasant Hill, CA 94523 INSURER A : CITIZENS INS CO OF AMER 31534 INSURED INSURERB : ALLMERICA FIN BENEFIT INS CO 41840 Koff & Associates, Inc . INSURERC: HOUSTON CASCO 42374 2835 7th Street INSURERD: INSURER E : Berkeley, CA 94710 INSURERF : COVERAGES CERTIFICATE NUMBER: 54724508 REVISION NUMBER: 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, EXCLUSION S AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIMS. INSR ADDL SUBR POLICY EFF /~~~6%~Vv) LTR TYPE OF INSURANCE •••en UHHn POLICY NUMBER IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X X OBF -D709934-00 10/01/18 10/01/19 EACH OCC URREN CE $ 2,000,000 -=:J CLA IMS-MADE 0 OCCUR DAMAGE TO RENTED f---PREM IS ES (Ea occurre nce\ $ 1,000,000 -MED EXP (Any on e person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 -GEN'L AGGREGATE LIMIT APPLI ES PER: GENERAL AGGR EGATE $ 4,000,000 H DPRO-D LOC PR ODUC TS · COMP/OP AGG $ 4,000,000 POLICY JE CT OTHE R: $ B AUTOMOBILE LIABILITY X X AWF-D709922-00 10/01/18 10/01/19 COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident) -X ANY AU TO BODILY INJURY (Per perso n) $ --OWNED SCH EDULED BODILY INJUR Y (Per accidenl) $ -AUT OS ONLY I--AUTOS HIRED NON -OWNED PR OPERTY DAMAGE $ AUTOS ON LY AUTOS ONLY /Per accidenll --$ A X UMBRELLA LIAB M OCCUR OBF-D709934-00 10/01/18 10/01/19 EAC H OCCURRENCE $ 1,000,000 - EXCESS LIAB CLAIM S-M ADE AGGREGATE $ 1,000,000 OED I X I RETE NTION $ NIL $ WORKERS COMPENSATION W2F-D709926-00 10/01/18 10/01/19 x I ~ffruTE I I OT H-B AND EMPLOYERS' LIABILITY X ER YIN ANYPROPRI ET OR/PARTNER/EXECUT IVE @] NIA E.L. EAC H ACCID ENT $ 1,000,000 OFF ICER/M EMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE · EA EMP LOY EE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLI CY LIMIT $ 1,000,000 C Professional Liability H718-111186 03 /01/18 03/01/19 Each Claim 1,000,000 CLAIMS-MADE In the Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule , may be attac hed if more space is required) RE: Professional Services Contract Additional Insured ( s) : The Certificateholder is included as Additional Insured but only as respects to operations of the Named Insured for the above agreement-General/Auto Liability coverage only-Primary/Non-Contributory/Waiver of Subrogation as per the attached endorsements 30 Days Notice of Cancellation, except for Non-Payment which shall be 10 days Claims Made Date: 04/16/14 Applicable Form(s): 391-1006 0816, 401-1235 1214, 461 -0478 1212, 461-0155 0997, WC000313 0484 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino, its City Council, officers, officials, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN employees, agents, servants and volunteers ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave. AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 Cf)_~ I USA © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) EHollander c::.t'7.,.d c::na The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREF.ULL Y. BUSINESSOWNERS UABIUTY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit Included 1 2. Additional Insured -Broad Form Vendors Included 2 3. Alienated Premises Included 3 4. Broad Form Property Damage -Borrowed Equipment, Customers Included 3 Goods and Use of Elevators 5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) Included 3 6. Personal and Advertising Injury -Broad Form Included 4 7. Product Recall Expense Included 4 Product Recall Expense Each Occurrence Limit $25,000 5 Occurrence Product Recall Expense Aggregate Limit $50,000 5 Aggregate Product Recall Deductible $500 5 8. Unintentional Failure to Disclose Hazards Included 6 9. Unintentional Failure to Notify Included 6 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. The following changes are made to SECTION II - LIABILITY: 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insu red by Contract, Agreement or Permit ~ Any person or organization with whom you --7:;;.. agreed In a written contract, written agreement or permit to add such person or organization as an additional Insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; · (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you . b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the Insurance which you are required by the contract, agreement or permit to provide for such additional Insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply If the "bodily injury", "property damage" or "personal and advertising injury'' is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 0816 Includes copyrighted materials of Insurance Services Offices. Inc ., with its permission. Page 1 of 6 c. This provision does not app l y: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", aproperty damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires ; or (b) Managers or lessors of premises if: {I) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or {II) The "bodily injury", "prof;lerty damage", personal injury or "advertising injury" arises out of structural al t erations, new construction or demolition operations performed by or on behalf of the ma nager or lessor. (5) To "bodilr Injury•, "property damage" or "persona and advertis i ng injury" arising out of the rendering of or the failure to render any professiona l services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, If the "occurrence• which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you . d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II • LIABILITY, D. Liability and Medical Expense Limits of Insurance : !&~Hanover ~ Insurance Group~ OBFD709934 5701660 The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorse.ment shall not increase the applicable Limits of Insurance shown in the · Declarations e. All other insuring agreements, exclusions, and conditions of the policy apply. 2. Additional Insured • Broad Fonn Vendo rs The following is added to SECTION II • LIABILITY, C. Who Is An Insured: Additional Insured • Broad Fonn Vendors a. Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional Insured under this Coverage Part is an insured, but only with respect to liability for "bodily Injury" or "property damage" arising out of "your products" which are distributed or sold in the regula r course of the vendor's business. b. The insurance afforded to such vendor described above: (1) Only applies to the extent permitted by law; (2) Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3) Will not be broader . than coverage provided to any other insured; and (4) Does not apply if the "bodily injury", "property damage" or "personal and advertising injury" is otherwise excluded from coverage under this Coverage Part , including any endorsements thereto c. With respect to Insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrigh t ed materials of Insurance Services Offices, Inc., with Its permission . Page 2 of6 (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1. Required by the contract or agreement described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. (5) Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale 3. Alienated Premises of the product; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale SECTION II -LIABILITY, B. Exclusions, 1. Applicable To Business · Liability Coverage k. Damage to Property, paragraph (2) is replaced by the following: (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; 4. Broad Form Property Damage -Borrowed Equipment, Customers Goods, Use of Elevators (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained within the exclusion in subparagraphs (4) or (6) above; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (9) "Bodily Injury" or "property damage" arising out of an "occurrence" that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying 5. or containing such products. d. With respect to the insurance afforded to these vendors, the following is added to SECTION II -LIABILITY, D. Llabillty and Medical Expense Limits of Insurance: a. The following is added to SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Llablllty Coverage, k. Damage to Property: Paragraph (4) does not apply to "property damage• to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph J3), (4) and (6) do not apply to "property amage" to "customers goods" while on your premises nor to the use of elevators. b. For the purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1. "Customers goods" means property of your customer on your premises for the purpose of being: a. Worked on; or b. Used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the Insured whether primary, excess, contingent or on any other basis. Incidental Malpractice -Employed Nurses, EMT's and Paramedics SECTION 11-LIABILITY, C. Who Is An Insured, paragraph 2.a.(1)(d) does not apply to a nurse, 391-1006 0816 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission . Page 3 of 6 1. SECTION I • PROPER1Y . if two or more of this coverage part's cover~ges. apply to the same loss or damage , we w1 1J. no t pay more tha11 the actual amou n t of the toss or damage . 2. SECTION II -LIABILITY , it is our stated i ntent that the various Coverage Parts , forms , endorsements or po li cies i ssued to the named insured by us, or any company affi li ated wi t h us , do not provide any duplication o r overlap of cove r age for the sa me cl ahn , "suit", ~occurren c e", offense . accident, ''wrongful act " or loss . We wil l not pay mo (e than the act ual amount of the loss or damage. If th i~ Coverage Par t and any other coverage Part, rorm, en dorsement or po l.i cy .issued to the named insured by us, o r any company affil iated with us , apply to the same cl ai m , "suit",. occu rrence, offense , accident, "wrongful act" or loss , ttle maxfmum Limi t of Insurance under all such Coverage Parts. forms, endorsements or policies combined .sha ll no t exceed the highest applicable Lim it of lnsu.ri;lnce under any one Cove rage Part, fo r m, endorsement or poli cy. This cond1tion does not apply to any Excess o r Umbrella Policy issued by us spec[fica lly to a·pply as excess insura n ce over thfs policy. G, Liberalization If we adopt any revision that would broaden the ¢overage under thi~ po li cy without add itional premium wlthin 45 days prior to or durlng u,e policy period , the broadened cove;rage will immedi ately app ly to this policy. H. Other Insurance 1. SECTION I • PROPERTY If thetl'~ i s other insurance ,covering tti_e s ame loss or damage, we wilt pay only for th e amoun t of covered Loss or damage in exc.ess or the amount dtie from that other i nsurance, whether you can col lect 011 it or not. But, we wfll not pay more than the app li_cable Limit of Insurance of SECTION I • PROPERTY. 2 . secnoN II · LIABILITY If other val id and collectible i ns u ra nce is ava il able to the insured for a Joss we c,over under SECTION II • LIABILITY , our obli gations are limited as fol lows: a, Pr.imary Insurance Tflls Insurance is primar y f;Xcept when paragraph b. below applies . If this insur ance is prima r y, our obligations are not affected un less any o r the other insurance is also pr i mary . Then , we will share with all that other insurance by the method described! in paragraph c . below. ~H~~2¥,~r OBF D709934 57 01660 However , if you agree in a written contract, written agreement, or written perm it that lhe i nsura nce prov ided l o any person or org.anfz.atlon i ncl uded as an Additional Insured under th i s Coverage Part i s pri mary and non ~cont rlbutory, we wi l l not seek contribution from any other insura n ce avaifable to that Additiona l Insured which cove rs the Additional Insured as a Named Insured except: (1) For the sole neg lig ence or the Add itional Insured ; or (2} When the Addlliona.l Insured Is an Additional Insured under another li ab il ity policy. · b. Excess Insurance T his fnsurance ls excess over: (1) Ar:,y of the other i nsurance, whether prlma ry, excess , contingent. or on any other basis: (a) T hat is Fire, Extended Coverage, Bui lder's Ri sk, Installa ti on Risk or simi l ar coverage for "your work "; (b) Thal Is Proper l y Insurance for prem ises rented to you or tem porarily occupied by you with permission ,of the owner j (c) That is in?urance purchased by you to c,over your li ability as a tenant ror "propert y damage" to premises rented to you or temporari l y occupied by you w i th perrnissi:on of the owner; or (d) If the loss arlses out of the maintenance o.r use of afrcra.ft , "autos'' or watercraft to the extent not subject to SECTION II • LIAB IUTY, Exclusion g. Aircraft, Auto or Watercraft ; and (2) A.ny othe r primary insurance ava ilable to you covering li ability for damages arising out of the prem ises or opera ti ons, or the products and com pleted operations, for which you nave been added as an additlo.nal Insured by attachment of an endorsement. When this insurance is e.xcess, we wi ll have no duty under SECTION II ~ LIABILITY to defend the insured ag·a1nst any •suit" if any other i nsurer has a duly to defend the in sure d against that. "suit". IF no other insurer defends, we wi1l undertake to do so, but we will be entitled to the 391-1003 OB 16· Incl udes co p yri g hte d me l e ri al or lns uranco Sor.•!ce s ·office. Inc •• with Its permi s sion . Page 79 of 81 I. insured's rights against all those other insurers. c. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance . d. We will share the remaining loss, if any, with any other insurance that is not described in this provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations for this Coverage. e. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also . Under this approach each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains , whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable limits of insurance of all insurers . f. When this insurance is excess , we will have no duty under Business Liability Coverage to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so; but we will be entitled to the insured's rights against all those other insurers. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums ; and b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued . On each renewal, continuation or anniversary of the effective date of this policy , we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent , you may continue this policy in force by paying a continuation premium for each successive one-year period . The premium must be : a. Paid to us prior to the anniversary date; and b. Determined in accordance with paragraph 2. above . Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium . 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that is not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Premium Audit 1. This policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this policy as advance premium is a deposit premium only . At the close of each audit period, we will compute the earned premium for that period and send notice to the first Named Insured . The due date for audit premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured . 3. The first Named Insured must keep records of the information we need for premium computation and send us copies at such times as we may request. K. Transfer of Rights of Recovery Against Others to Us 1. Applicable to SECTION I -PROPERTY Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them . But you may waive your rights against another party in writing: 391-1003 08 16 In c ludes copyrighted materia l of Insurance Services Offi ce, In c., with it s permission. Page 80 of 81 a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss, that party is one of the following : (1) Someone insured by this insurance ; (2) A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiti ng the liability of carriers . This will not restrict your insu rance . ~ 2. Applicable to SECTION II -LIABILITY Coverage: If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us . The insured must do nothing after loss to impair such rights. At our request , the insured will bring "suit" or transfer those rights to us and help us enforce them. We waive any right of recovery we may have / against any person or organization with whom you have a written contract, permit or agreement to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This condition does not apply to Medical Expenses Coverage. L. Transfer of Your Rights and Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured . If you die, your rights and duties will be transferred to your legal representative but only while that legal representative is acting within the scope of their duties as your legal representative. Until your legal representative is appointed, anyone with proper temporary custody of your property will have your rights and duties but only with respect to that property . 391-1003 08 16 Includes copyrighted material of Insurance Services Office , Inc., with its permission . Page 81 of 81 ~~Hanover ~ Insurance Group- OBF D709934 5701660 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE· NON-CONTRIBUTORY BLANKET ADDmONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART The following Is added to SECTION IV • CONDITIONS, 5. Other Insurance: Other Insurance • Non-Contributory If you agree in a written contract, written agreement, or written permit that a person or organization be included as an Additional Insured under "underlying insurance" for a loss we cover, we will not seek contribution from any other insurance available to that Additional Insured which covers the Additional Insured as a Named Insured except: (1) For the sole negligence of the Additional Insured; or (2) When the Additional Insured is an Additional Insured under another liability policy. This insurance is excess over any other insurance available to the Additional Insured under which the Additional Insured on our policy is also covered as an Additional Insured. This condition does not apply to any policy under which the Additional Insured is a Named Insured where our policy and the policy listed in the schedule of "underlying insurance" are required by written contract, written agreement or written permit to provide coverage to the Additional Insured on a primary and non-contributory basis. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. · 473-2106 10 16 Includes copyrighted material of Insurance Services Office, Inc . with its permission. Page 1 of1 THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY. NOTICE OF CAN C EL LATIO N TO DESIGNATED ENTITY(S) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART HANOVER COMMERCIAL FOLLOW FORM EXCESS AND UMBRELLA POLICY COMMERCIAL PROPERTY COVERAGE PART BUSINESS AUTO COVERAGE FORM BUSINESSOWNERS COVERAGE FORM SCHEDULE Name of Designated Entity Mailing Address or Email Address Number Days Notice On file with Companv as oer 30 Davs written contract (Information required to complete this Schedule, if not shown above , will be shown m the Declarations.) If we cancel this policy for any reason other than nonpayment of premium, we will give written notice of such cancellation to the Designated Entity(s) shown in the Schedule . Such notice may be delivered or sent by any means of our choosing . The notice to the Designated Entity(s) will state the effective date of cancellation. Unless otherwise noted in the Schedule above , such notice will be provided to the Designated Entity(s) no more than the number of days in advance of the effective date of cancellation that we are required to provide to the Named Insured for such cancellation . Such notice of cancellat ion is solely for the purpose of informing the Designated Entity(s) of the effective date of cancellation and does not grant, alter , or extend any righ t s or obligations under this policy . ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED . Page 1 of 1 401-1235 t 2 14 In cludes copyrighted ma t erial of In su ra nce Services Office, Inc ., with its permi ssion . ~\\Hanover ~ Insurance Group. A'NFD709922 5701660 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDmONAL INSURED -PRIMARY AND NON-CONTRIBUTORY This. endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART A. The following is added to SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured: Additional Insured if Required by Contract If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, such person or organization is an "insured"; but only to the extent that such person or organization qualifies as an "insured" under paragraph A.1.c. of this Section. If you agree in a written contract, written agreement or written permit that a person or organization be added as an additional "insured" under this Coverage Part, the most we will pay on behalf of such additional "insured" is the lesser of: (1) The Limits of Insurance for liability coverage specified in the written contract, written agreement or written . permit; or (2) The Limits of Insurance for Liability Coverage shown in the Declarations applicable to this Coverage Part . Such amount shall be part of and not in addition to the Limits of Insurance shown in the Declarations applicable to this Coverage Part. Regardless of the number of covered "autos", "insureds", premiums P.aid, 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 Liability Coverage shown in the Declarations. B. The following is added to SECTION IV • BUSINESS AUTO CONDITIONS, Paragraph B. General Conditions, subparagraph 5. Other Insurance: Primary and Non-Contributory If you agree in a written contract, written agreement or written permit that the insurance provided to a person or organization who qualifies as an additional "insured" under SECTION II • LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured, subparagraph Additional Insured if Required by Contract is primary and non-contributory, the following applies: The liability coverage provided by this Coverage Part is primary to any other insurance available to the additional "insured" as a Named Insured. We will not seek contribution from any other insurance available to the additional "insured" except: (1) For the sole negligence of the additional "insured"; or (2) For negligence arising out of the ownership, maintenance or use of anr, "auto" not owned by the additional "insured' or by you, unless that "auto" is a "trailer" connected to an "auto" owned by the additional "insured" or by you; or (3) When the additional "insured" is also an additional "insured" under another liability policy. C. This endorsement will apply only if the "accident" occurs: 1. During the policy period; 2. Subsequent to the execution of the written contract or written agreement or the issuance of the written permit; and 3. Prior to the expiration of the period of time that the written contract, written agreement or written permit requires such insurance to be provided to the additional "insured". D. Coverage provided to an additional "Insured" will not be broader than coverage provided to any other "insured" under this Coverage Part. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 461-0478 1212 Includes copyrighted material of ISO Insurance Services Office, Inc., with its permission Page 1 of 1 1&-~Hanover ~ Insurance Group. A\NFD709922 5701660 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE BROADENING ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. CANCELLATION EXTENSION Paragraph A. CANCELLATION 2. b. of the COMMON POLICY CONDITIONS Is replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. SECTION I -COVERED AUTOS 2. EMPLOYEE HIRED "AUTOS" Description Of Covered Auto Designation Symbols; Symbol 8 is replaced by the following: 8 = Hired "Autos" Only -Only those "autos" you lease, hire, rent or borrow; including "autos" your employee hires at your direction, for the purpose of conducting your business. This does not include any "auto" you lease, hire, rent, or borrow from any of your "employees" or partners or members of their households. SECTION II -LIABILITY COVERAGE 3. BROADENED NAMED INSURED The following is added to the SECTION II - LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: d. Any business entity for which you have a financial interest greater than 50% of the voting stock or otherwise have a controlling interest after the effective date of this policy or that is newly acquired or formed by you during the term of this policy. The coverage provided by this provision is afforded until expiration or termination of this policy, whichever occurs earlier. The coverage provided by this provision does not apply to any business entity described in d. above that qualifies as an insured under any other automobile liability policy issued to that business entity as a named insured or would have been an insured except for the exhaustion of the policy limits or the insolvency of the insurer. The coverage provided by this provision does not apply to "bodily injury" nor "property damage" arising from an accident that occurred prior to your acquiring or forming the business entity described in d. above. Includes copyrighted material of Insurance Services Office, Inc. with its permission, Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 1 of 7 4. EMPLOYEES AS INSUREDS The following is added to the SECTION II • LIABILITY COVERAGE, Paragraph 1. Who Is An Insured provision: e. Any employee of yours is an "insured" while using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. 5. SUPPLEMENTARY PAYMENTS The following amends SECTION II - LIABILITY COVERAGE, Paragraph 2. Coverage Extensions provision: Paragraph (2) is replaced by the following: (2) Up to $2500 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. Paragraph (4) Is replaced by the following : (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 6. AMENDED FELLOW EMPLOYEE EXCLUSION The following is added to the SECTION II • LIABILITY COVERAGE, B. Exclusions Paragraph 5. Fellow Employee exclusion: This exclusion does not apply If the "bodily injury" arises from the use of a covered "auto" you own or hire. This coverage is excess over any other collectible insurance SECTION Ill • PHYSICAL DAMAGE COVERAGE. 7. EXPENSE OF RETURNING A STOLEN "AUTO" and SIGN COVERAGE The following is added to SECTION Ill • PHYSICAL DAMAGE COVERAGE, A.1. COVERAGE: d . Expense Of Returning A Stolen "Auto" We will pay for the expense of returning a covered "auto" to you. e. Sign Coverage We will pay for loss to signs, murals, paintings or graphics, as part of equipment, which are displayed on a covered "auto". The most we will pay for "loss" in any one "accident" is the lesser of: 1. The actual cash value of the 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; or 3. $2,000 . 8. GLASS BREAKAGE DEDUCTIBLE The following is added to SECTION Ill • PHYSICAL DAMAGE COVERAGE, A. COVERAGE paragraph 3. Glass Breakage • Hitting a Bird or Animal • Falling Objects or Missiles: Any deductible shown in the Declarations as applicable to the Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 2 of 7 covered "auto" will not apply to glass breakage if such glass is repaired, rather than replaced. 9. TRANSPORTATION EXPENSE Paragraph 4. Coverage Extension. of SECTION Ill • PHYSICAL DAMAGE COVERAGE, A. COVERAGE is replaced with the following : 4. Coverage Extension We will pay up to $50 per day to a maximum of $1500 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 ei ther Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy s expiration, when the covered "auto" is r eturned to use or we pay fo r its "l oss". 10. HIRED AUTO PHYSICAL DAMAGE The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 5. Hired Auto Physical Damage If hired "autos" are covered "autos" for Liability Coverage and if Physical Damage Coverage of Comprehensive, Specified Causes of Loss, or Collision is provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverage(s) provided is extended to "autos" you hire without a driver or your employee hires, without a driver, at your H The anover Insurance Group- AVVFD709922 5701660 direction, for the purpose of conducting your business, for a period of 30 days or less , of like kind and use as the "autos" you own, subject to the following: The most we will pay for any one loss is the lesser of the following: a. $50,000 per accident, or b. cash value, or c. the cost of repair, minus the deductible equal to the lowest deductible applicable to any owned "auto" for that coverage. Any deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. Subject to the limit and deductible stated above, we will provide coverage equal to the broadest coverage provided to any covered "auto" you own, that is applicable to the loss. If the loss arises from an accident for which you are legally liable and the lessor incurs an actual financial loss from that accident, we will cover the lessor s actual financial loss of use of the hired "auto" for a period of up to seven consecutive days from the date of the accident, subject to a limit of $1,000 per accident. 11. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE The following Is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 6. Audio, Visual and Data Electronic Equipment Coverage We will pay for "loss" to any electronic equipment that receives Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 3 of 7 or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered auto at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto s" electrical system, in or upon the covered "auto", including its antennas and other accessories. However , this does not include tapes, records or discs. The exclusions that apply to PHYSICAL DAMAGE COVERAGE, except for the exclusion relating to Audio, Visual and Data Electronic Equipment, also apply to coverage provided herein. In addition, the following exclusions apply: We will not pay , under this coverage, for either any electronic equipment or accessories used with such electronic equipment that is: 1. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto s" operating system; or 2. Both: a. An integral part of the same unit housing any sound reproducing equipment designed solely for the reproduction of sound if the sound reproducing equipment Is permanently installed In the covered "auto", and b. Permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a radio. With respect to coverage herein, the LIMIT OF INSURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the following: 1. The most we will pay for all "loss" to audio, visual or data electronic equipment and any accessories used with this equipment as a result of any one '"accident" is the lesser of a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or C. $500. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of the "loss". 3. Deductibles applicable to PHYSICAL DAMAGE COVERAGE, do not apply to this Audio, Visual and Data Electronic Equipment Coverage. If there is other coverage provided by this policy for audio, visual and data electronic equipment, the coverage provided herein is Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 4 of 7 excess. However, you may elect to apply the limit or any portion thereof of coverage provided herein to pay any deductible that Is applicable under the provisions of the other coverage. 12. RENTAL REIMBURSEMENT and MATERIAL TRANSFER EXPENSE The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, A. COVERAGE: 7. Rental Reimbursement and Material Transfer Expense This coverage provides only those Physical Damage Coverages where a premium is shown in the Declarations. It applies only to a covered "auto" described or designated to which the Physical Damage Coverages apply. We will pay for auto rental expenses and the expenses, incurred by you because of "loss" to a covered "auto", to remove and transfer your materials and equipment from the covered "auto" . Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". No deductibles apply to this coverage. We will pay only for those auto rental expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy s expiration, with the lesser of the following number of days: 1. The number of days reasonably required to repair or replace the 1&\\Hanover ~ Insurance Croup- AVVFD709922 5701660 covered"auto". If loss is caused by theft, this number of days Is added to the number of days it takes to locate the covered "auto" and transport It to a repair shop. 2. 60 days. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred, including loss of use. 2. $3000. This auto rental expense coverage does not apply while there are spare or reserve "autos" available to you for your operations. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. 4. Coverage Extension. 13. AIRBAG COVERAGE The following is added to SECTION Ill - PHYSICAL DAMAGE COVERAGE, B. Exclusions, paragraph 3. The portion of this exclusion relating to mechanical or electrical breakdown does not apply to the accidental discharge of an airbag. This coverage is excess of other collectible Insurance or warranty. No deductible applies to this Airbag Coverage. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Copyright, Insurance Services Office, Inc., 1996 461-0155 (9-97) Page 5 of 7 14 , AUTO LOAN PHYSICAL DAMAGE EXTENSION The follow ing is added to SECTION IU - PHYSICAL DAMAGE COVERAGE, C. Lrmit Of Insurance provision : When a "loss " results in a total loss to a covered auto you own fo r which a Lo,ss Payee is d~si gnated In this policy, th e mos t we will pay for ''loss'' in any one "accident" is the greater o.f: 1. The actual cash value of the damaged or stolen property as of the ti me of the "lossi"; or 2. T he outstanding. balance of the initial loan, less any amounts fo r taxes, overdue payments, ove rdue pay ment ct,arges, pena lti es, i nterest , any charg.es for ea r ly termination of the loan , costs for Credit Life Insurance , Health, Acciden t or Disabitlty Insurance purchased with the loan, and carry-over balances from previous loans. 15. AUTO LEASE PHYSICAL DAMAGE EXTENSION The fo ll owing is added t.o SECTION 111 - PHYSICAL DAMAGE COVERAGE, C. Limit Of lnsl.lrance prov ision : lf, because of damage , destr ucti on o r theft of a covered "avton, wh ich is a long~term leased "auto", the lease agreement between you and the lessor is terminated, ·we" will pay the difference between the amount paid under paragrnph C. LIMIT OF INSURANCE 1. or 2. ar,cl the arnount due at the tirne of "loss" under the terms of the lease agreement applicable to the leased "aU'to '' wt1ich you are requi red to pay : tess any fees to d ispose of the auto ; any overdue payments; financia l penalties i mposed under a lease for excess ive use , abnormal wear and tear or high mileage; securily deposits not refunded by the 11essor; cost for extended warran li:es , Credit life Insurance , Heal th, Accident or Disabillly Insurance pu r chased with the loan; and carry over ba lances from previous leases. Thls coverage applies only to the ln ttial l ease for lne covered "auton wh ich has not previously been leased . This coverage is exce ss ove r al l other collec ti ble i ns ura 11c0 , SECTION IV« CONDITIONS 16. DUTIES IN THE EVENT OF ACCIDENT , CLAIM, SUIT OR LOSS The follow ing is added to SECTION IV ~ :BUSINESS AUTO CONDITIONS, A. Loss Conditions , 2. Duties .In The Event Of Accident, Claim, Suit Or Loss: d. Knowledge o f any ''acciden t", claim, "suit5 or "loss" will be deemed knowledge by you when noti ce of such "acc ident", claim, "suit" or "loss" has been received by : (1) You, if y,ou are an ind i vldual ; (2} Any partner or insurance manager if you are a partnership ; or (3) An executive officer or insurance manag,er if you are a corporati o n. 17 . BLANKET WAIVER OF SUBROGATION Paragraph 5. Transfer Of Rights Of Recovery Against Others To Us, SECTION IV • BUSINESS AUTO CONDITIONS , A. loss Conditions ls rep laced by the following : Includes copyrighted material of Insura n ce Services Offi ce, Inc. with its permi ssion . Copyright, Insurance Se r vices ornce , Inc., 1996 461 -0155 (9-97) Page 6 of 7 5. Transfer Of Rights Of Recovery Against Oth"ers To s If any· person or organ f.zation to or for whom we make payrnent under this Coverage Form has righ ts to recover damages from anothe r, which have nol been waived throug h the execution of an "insured coritract", writ ten agreemen t, or permit , prior to the "accident'' or nloss" giving rlse to the payme nt, those rights to , recover damages from another are transferred to u s. That pe rson or organi zatio n must do everytl1fng necessary lo secure our rights and rnust do nothing after lhe "accident" or ''l oss" to 1mpa i r them . 18 . UNINTENTIONAL FAILURE TO DISCLOSE INFORMATION The fo llo wi ng is added to SECTION IV BUS'INESS AUTO CONDITIONS . B. Geoeral Conditions , paragraph 2. Concealment , Misreprese11tatton Or Fraud: Your unintentional error In discrosing, or fa il ure to· disclose, any materia l fact existing a f ter the effective date or tt1 is Coverage Form shall not prej ud ice your rights und er this Coverage Fo r m. However, this provisio,n does not affect ou r right to collect additional premium o r exercis.e our right of cance l lation or non r enewal. &\-\Hanover ~ ln&urnnce Cmup M -AWFD709922 5701660 19. HlRED AUTO . WORLDWIDE COVERAGE The fol lo wing is added to SECTION. IV - Business Auto Conditions, B. General Conditions, paragraph 7. Policy Period, Coverage Territory provision : e. Outside the coverag.e territory described in a., b., c., and d. above for an "accide nt" or "loss" resulting from the use of a covered "aut o" you hire, without a d rive r, or your employee hires w ithou t a dri ver, at your directi on , for the purpose of conducting your business, for a peri od of 30 days or less, provided the suit Is brought with in The United States or America or Its territories or possessions. SECTION V -DEFINITIONS 20. MENTAL ANGUISH Paragraph C. "Bodity injury", SECTION V • DEFINITIONS i s replaced by the following: C. "B odily i nj ury" means bodily injury . sickness or disease sustained by a pers on lnc 'luding death or menta l anguish resultlng from any of these . Includes copyrighted materia l of Ins ura nce Services Office , Inc. wrth Its permissi on . Copyright, Insurance Services Office, l nc., 1996 461-0 155 (9-97) Pag,e 7 of 7 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. APPLIES AS BLANKET WAIVER FOR THOSE HAVING A WRITTEN CONTRACT WITH THE POLICY- HOLDER REQUIRING WOS FOR WC POLICYHOLDER EMPLOYEES Schedule This endorsement changes the policy to which It ls attached and is effective on the date Issued unless otherwise stated . (The lnfonnatlon below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Insured Koff & Associates Inc Insurance Company Allmerica Financial Benefit Insurance Effective Policy No. W2F-D709926 -00 Endorsement No. Premium Countersigned by---------------- WC 00 0313 (Ed . 4-84) Copyright 1983 National Council on Compensalion Insurance.