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HomeMy WebLinkAboutA7120 - COLE HUBER LLP - LEGAL SERVICES AGR REC, .E t COLO HUBERLLP t J `=r S ATTORNEYS `, n H -,r 1 i l l Ci E " 4i € itG U. B.L NOTICE TO CLIENTS OF FIRM NAME CHANGE Effective August 31,2018,Cota Cole&Huber LLP changed its name to Cole Huber LLP. This change in our firm name reflects the departure of Dennis Cota to take the position of United States Magistrate Judge for the Eastern District of California. For the members of our firm, it is an honor to see one of our founders become a member of the federal judiciary. In his practice as an attorney, Dennis Cota exemplified all the best qualities of the legal profession. He was a tireless and effective advocate for our firn's clients;he had an unwavering commitment to client service;and he never ceased to hold himself to the highest ethical and professional standards. We have no.doubt these same qualities will make Dennis an exemplary member of the Bench. Although the name of out firm is changing,the qualities that Dennis Cota exemplified,and that all of our attorneys share, will not change, At Cole Huber LLP, we remain committed to providing our clients effective advice and representation while upholding the highest professional standards. Clients can continue to expect the same timely,responsive,and effective legal services our attorneys,paralegals,and staff have provided since our founding nearly 12 years ago. If you have any questions about our change in name, please contact firm partners Derek Cole or Scott Huber by email at dcole@colehuber.com or shuber ,colehuber.com,or by telephone at(916) 780-9009. Because of the change in our firm name,we request that all payments for the enclosed and outstanding invoices.be made out to"Cole Huber LLP" For your records,we are enclosing a new 1. IRS Form W-9 to reflectthe:fiiml name change. At Cole Huber;,we,greatlyvalue the longstanding relationships we have enjoyed with our many clients:,. We'look.fonvard to,continuing these relationships in the years to come. Northern Colifomla: Southern California` A DVA N C 1 N G YOUR AGENDA 2261 Lava,Ridge Court 3401 Centrelake Dr.,Suite 670 Roseville,CA 95661 Ontario,CA 91761 Phone:916.780.9009 Phone:009.230.4209 Fax:916.780.9050 Fax:909.937.2034 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and,entered into as of this 2i-day of March, 2018, by and between the CITY OF PALM-SPRINGS, a California charter.city and municipal law corporation ("City"), and COTA COLE & HUBER LLP (hereinafter "Firm"): RECITALS A. The City of Palm Springs, pursuant to its authority under the City Charter and all applicable law, acting by and through the City Manager, desires to contract with Firm to provide legal services for the City, on.an.on-going basis; as may be requested or required by the City Attorney or City Council, including.without limitation code enforcement, and transactional or litigation services arising from and.related to municipal matters. B. Firm is qualified to; and desires to perform.the foregoing professional services as . . necessary for the support of the City Attorney and the City Council, C. City and Firm wish to provide for the terms and conditions.of retaining and . employing Firm to provide legal services as set forth herein. NOW,:THEREFORE,, in.consideration'_of the mutual. promises and 'covenants contained herein,the parties agree as follows: AGREEMENT 1. Retention of Firm, Identification of Individual Legal Counsel City hereby retains and employs Firm to provide legal services as may be requested or required in support of the City Attorney or the City Council. However, City.and Firm understand and agree that Dennis Cota will serve as Firm's liaison to the City Attorney regarding all services hereunder. Services hereunder shall include. but are not necessarily limited to . code enforcement, and transactional or:litigation services arising from and related to municipal matters. . 2. Independent Contractor. Firm and any attorneys or other persons -employed by Firm, shall at all times be considered an independent.contractor and :not an employee of the-City and not entitled to any benefits 'of,the City's employee's. Except to the extent provided herein, the. City and its employees shall not have any control over the conduct of Firma 3. Fees. Costs. and Expenses. 3.1 City agrees -to pay Firm at the rates set forth in Exhibit "A," which is attached 1. hereto and is incorporated-herein by reference. 3.2 City agrees to pay.out-of-pocket costs and.-expenses associated with Firm's work pursuant to Exhibit "A." 4. Statements/Task=Billing. Firm shall prepare and present to City detailed monthly-statements for professional .and .other .services rendered to City for ,the month preceding the statement, indicating each task performed by-Firm. City shall pay the statements within thirty (30)_days of receipt of the same. Firm shall;update City, upon request, regarding the status of Firm's billings. 5. Insurance and Indemnification. 5.1. _ Firm shall carry Professional Liability/Errors and Omissions insurances in an amount not less_ than one million dollars ($1,000,000.00) per occurrence .and ($2,000,000.00) in. aggregate. All insurance coverage shall ,be provided by an insurance company.with a rating of A-, Vll or greater:in the latest edition of Best's Insurance Guide.and authorized to do business in the State.of Caliifornia. . Such policies shall not be canceled or materially changed-absent thirty (30) days' prior written notice_ to 'the City. With respect to..Professional Liability/Errors and . Omissions insurance, Firm agrees to maintain such insurance for at least three (3) years after termination of this Agreement as long as such insurance is-reasonably available on the market. 5.2. . Firm agrees to indemnify, defend.and hold harmless, the City, its City-Council, officers, agents and employees from.and against and claim, demands, damages, injury ,or judgment which arises out the :negligent performance or willful misconduct of Firm in performing under this Agreement. 6. Term and Termination.- The term -of this Agreement shall continue. until terminated by either party. :Firm shall serve:under the terms of this Agreement at the.pleasure of City, and by a majority vote of the City Council, City hereby reserves the right to terminate this Agreement upon ten (10) days written notice to Firm for any reason or to require substitute attorney personnel.. In the event that Firm's.services are terminated, all unpaid charges shall be due and payable to Firm for work actually performed up to the time of termination and for any other Work Firm completes at the direction of the City. Firm may terminate this Agreement with . or without cause upon ninety (90) days written notice to the City: 7. Notice.' Any notices required by this Agreement.shall.be giveri by`personal service or by delivery of such notice by first-class mail, postage prepaid. Such notices shall be addressed to each party at the address listed. below. Either party may change the information in such notice upon.Written.notice as provided herein. 2 City: Firm: . City of Palm Springs - Cota.Cole & Huber LLP 3200 E. Tahquitz Canyon Way 3401 Centrelake Drive,Suite 670 Palm Springs,.CA 92263-2743. Ontario, CA 91761.. Attn: City Attorney Attn: Dennis Cota, Partner Phone: 760.323.8205 Phone: 909,230.4209 8. City Officers and Employees; Non-Discrimination. 8.1 No officer or employee of the City shall be personally liable to the' Firm, or any successor-in-interest, in the event of any.default or breach.by the Cify:or for any amount which may become due to Firm or to its successor; or for breach of any.obligation of the terms of this Agreement. 81 Firm.acknowledges.that no officer or employee of the City has-or shall have any director indirect financial interest in.this.Agreement nor.shall Firm enter into.any agreement of any kind with any such officer or-employee during the term of this Agreement and for one year thereafter. : Firm warrants that Firm has.not paid or given,:and will not pay-or give, any third party any money or other consideration in exchange for obtaining this Agreement. 8.3 In- connection with its performance under this Agreement, Firm shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, .ancestry, national origin. (i.e., place of origin, immigration status, cultural or linguistic characteristics, or.ethnicity), sexual orientation, gender identity, gender expression, physical or. mental disability, or- medical condition (each a "prohibited basis"). Firm shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, Firm shall certify that its actions and - omissions:hereunder shall not incorporate any discrimination arising from or related to any Prohibited basis in any Firm activity, including_but not limited ,to the following: employment; . upgrading, demotion or transfer; recruitment,or recruitment advertising; layoff or termination; rates, of pay or other forms of compensation; and selection for -training, .including .apprenticeship; and further,.that Firm is in full compliance with the provisions of Palm Springs . Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 9. Conflicts of Interest. Firm represents that it presently has no interest and shall not.acquire,any interest, director indirect, in any legal representation which is in conflict with the-legal.services to be provided the City under this Agreement. Firm represents that no City employee,or-official has a material financial.interest in Firm. During the term of this Agreement and/or as a result of being awarded this contract, Firm shall not.offer, encourage:or accept any financial interest in Firm's business from any City employee or-official. - 10. Files.,All legal-files of Firm pertaining to the-City shall be and remain the property of City. Firm shall control.the physical location of such legal files in a secure and accessible 3 . location during-the term of this Agreement and be entitled to retain copies of such files, at Firm's expense, upon termination .of this .Agreement. City agree that the Firm may, in its discretion, maintain all or part of the City's client file in electronic format. The Firm.may store part or all of.,City.documents using secure cloud storage services. If so, the Firm .will apply all reasonable methods.to maintain the confidentiality of City.files, just as it does for City's non- digital information. City data will be password protected and encrypted using currently available technology.The City may obtain information from its files by written request to.the Firm. 11. Modifications to the Agreement. : Unless otherwise provided for in this Agreement, modifications relating to. the nature, extent or duration. of Firm's professional services to be rendered hereunder shall require-the written approval of the parties. Any such written.approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Scope of Services and the agreed-upon billing rate to be charged by Firm and paid by the City. 12. Assignment and Delegation: This Agreement `contemplates the personal professional services.of Firm and it shall not be assigned or delegated without the prior written consent of the City. Firm shall supervise delegated work, except where precluded from doing"so by virtue of a conflict of interest and where otherwise agreed:to by the parties hereto. 13. Legal Construction. 13.1 This Agreement is made and entered into'in the .State of California and shall, in all respects; be interpreted, enforced and governed-under the laws of the State of California: 13.2 This Agreement shall be construed.without regard to the identity of the persons who drafted its various provisions. Each and.every provision of this Agreement shall be construed ,as though each of the parties participated equally in the drafting of same; and any. rule .of construction that a document is to be construed against the drafting party shall not be applicable:to this Agreement. 13.3 The article and section, captions.and headings herein have beeminserted for convenience only..and shall not be considered or referred to in resolving questions of interpretation or construction. 13.4 Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural. is. Entire Agreement. : This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and contains all covenants and agreements between.the parties with respect to such matter. 4 IN WITNESS WHEREOF;the parties hereto.have executed this Agreement as ofthe date . indicated in-the.preamble.to this Agreement:and_represent that they.are_authorized to bind their respective parties. ATTEST: CITY OF PALM SPRINGS . s By B A o ej a, David H. Rea City.Cl rk City.Manager APPROVED BY CITY COUNCIL APPROV T FOR I A'11�o -By: Edward Z. Kotkin City Attorney. COTA CO.LE & HUBER LLP a e Sign tur J Is�VNvST/a Printed Name 5 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated in the preamble to this Agreement and represent that they are authorized to bind their respective parties. ATTEST: CITY OF PALM SPRINGS By: By: Anthony Mejia, David H. Ready, City Clerk City Manager APPROVED AS TO FORM: By: Edward Z. Kotkin City Attorney COTA COLE & HUBER LLP \gy; Signature C�—+VNvS V"Y\ ( 7A Printed Name 5 EXHIBIT IA" COTA COLE& HUBER LLP Rates and Billing Practices 1. Rates: Effective March 1, 2018, the hourly rates for- legal personnel on this matter are as -follows: Partners &Senior Associates . 200.00/hour Associate Attorneys $ 185.00/hour Paralegals. $ 165.00/hour Billing Practices:Time is charged in.minimum units of one-tenth (. 1) of an hour. The time. charged will include the -time,spent on telephone calls relating to City's. matter, including calls with City, witnesses,.opposing-counsel;:court personnel, state filing agencies, vendors, and other necessary telephone calls: .The legal personnel"assigned to_City's matter may confer"among themselves about the matter, as required and appropriate. When they do confer, each person will charge for the time expended, as long as the"work-done"is-reasonably necessary and-not duplicative. Likewise, if more than one of. the legal personnel- attends "a meeting, court hearing,.or other proceeding; each will"cherge:for the time spent,as long as the attendance is required and appropriate. Firm, will charge,for.waiting time in court and elsewhere and for travel.time, both local and out of Gown. 2. Costs and Other Charges: (a) Firm may: incur various costs and expenses in :performing legal services under .this :Agreement. City agrees to pay for all costs," disbursements,, and expenses- in addition to the hourly fees. ,The costs and expenses:common ly include, service of process, charges; filing fees, court and deposition-reporters'.fees, jury.-fees,.notary fees, deposition.costs, long distance telephone charges, messenger and other delivery fees, postage, photocopying and other reproduction costs,.travel costs including parking, mileage, transportation, meals and hotel costs, investigation expenses, consultants' fees, expert witness, professional, mediator;. arbitrator and/or special master fees, and other similar items. Except#or the items listed below,all costs and expenses:will be charged at Firm's cost. • In-office photocopying: $0.10/page • Mileage:"Per IRS Mileage Rates, currently$0.545/mile (b) Out of town travel: Client agrees.to pay transportation, meals,.lodging-and all other,costs of any necessary out-of-town travel by Fir m's personnel. (c) Experts, Consultants and investigators. To aid in .the preparation or presentation"of City'.s matter, it may become:necessary to hire expert witnesses, consultants or investigators. City agrees to pay such fees and charges. Firm will select any expert witnesses,.consultants or investigators to be hired, and City will be informed of and have"the opportunity to consent to persons chosen and their" charges: (d)'Other Fees. City understands that if any matter proceeds to court action or arbitration, City . may be required to pay fees:and/or costs to: other_parties in the action. Any such payment-will be entirely the responsibility of City. ACC)" CERTIFICATE" OF LIABILITY INSURANCE °ATE`MM/°°"YYY' 164. � 1 1/16/2018 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 CONTACT NAME: Heather Crane EdgeWDOd Partner S.Insurance Center PHONE FAX License No. OB29370 C o E t•916-974-4617 Alc No): P.O. Box 13847 ADDRESS: heather.crane@epicbrokers.com .Sacramento CA 95853 INSURERS AFFORDING COVERAGE NAIC# _ INSURERA:Ll0 ds of London 85202 INSURED COTAD-1 INSURER B:Federal Insurance Company 20281 Cota Cole&Huber LLP 2261 Lava Ridge Court INSURERC: Roseville CA 95661 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1774920624 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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDrYYYY MMIDD/YYYY LIMITS B X COMMERCIAL GENERAL LIABILITY 6044290 1/15/2018 1/15/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE �OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 "PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 JECT POLICY❑ PRO LOC PRODUCTS-COMP/OP AGG $ OTHER: 1 $ B AUTOMOBILE LIABILITY 73596574 1/15/2018 1/15/2019 COMBINED SINGLE LIMIT Ea accident $1,000,000 ANY AUTO BODILY INJURY(Per person). S OWNED Ix SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XHIRED NON-OWNED. PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident S B X UMBRELLA LIAB OCCUR 781840M 1/15/2018 1/15/2019 EACH OCCURRENCE $4.000.000 EXCESS LIAB CLAIMS-MADE AGGREGATE $4.000,000 .DED I X I RETENTION$0 $ g WORKERS COMPENSATION 71756163 1/15/2018 1/15/2019 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1.000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 A Professional Liability BN3008901 6/1/2017 6/1/2018 Each Claim $6,000,000 Claims-Made - - Aggregate $6,000.000 Deductible $50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Re: All Contracts/Written Agreements between the Certificate Holder and the Insured.When required by written contract,additional insured status With primary coverage and waiver of subrogation apply to General Liability and Automobile Liability,all per the attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Insured's Use ■*. . **** AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT.CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance.provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED,CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b.—CANCELLATION-of the Paragraph A.1.—WHO-IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II—LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered"auto"-while the- we cancel for any other reason. "auto"is leased to you under a written 2.. BROAD FORM INSURED agreement if: . A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named.Insured shown in the Declarations is the lessor;and amended to include: (2).The"auto"is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50%of the voting stock on covered"auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However,the Named Insured does not include However,the lessor is an"insured"only any subsidiary that is an"insured"under any for"bodily injury"or"property damage" other automobile policy or would be resulting from the acts or omissions by:. "insured" under such a policy but for its 1. You; termination or the exhaustion of.its Limit of 2. Any of your"employees"or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person,except the lessor or you and over which you maintain majority any"employee"or agent of the ownership: However,the.Named Insured lessor,.operating an"auto"with the does not include any newly formed or acquired permission of any of 1._and/or 2. organization: above. (a)That is.an"insured"under any other D.' Persons And Organizations.As Insureds automobile policy; Under A Written Insured Contract (b)That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other.policy;or. SECTION II—LIABILITY COVERAGE is (c)180 days or more after its acquisition or amended to add the.following: formation by you,unless you have given f. Any person or organization,with.respect to us written notice of the acquisition or the operation,,maintenance or use of a formation. covered"auto", provided that you and Coverage does not apply to"bodily injury"or such person or organization have agreed "property damage"that results from an"accident" under an express provision in a written that occurred before you formed or acquired the "insured contract written agreement or a organization. written permit issued to you by a B.Employees as Insureds governmental or public authority to add Paragraph A.1.—WHO IS AN INSURED—of such person or organization to this policy SECTION.II—LIABILITY COVERAGE is amended to as an"insured'. add.the following: However,such person or organization is d. Any"employee"of yours while using a an"insured" only: covered"auto"you don't own, hire or -Form: 16-02-0292 (Rev. 11-16) Page 1 of 3. "Includes copyrighted material of Insurance Services Office, Inc.with its permission"-. I (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay.the following expenses that you-or "auto";and any of your"employees"are legally obligated (2) for"bodily injury"or"property damage" to pay because of a written contract or caused by an"accident"which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the"insured MAXIMUM WE WILL PAY FOR ANY ONE -contract"or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has.been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.5.-FELLOW EMPLOYEE—of damage to,or"loss"of,that vehicle,including SECTION 11—LIABILITY COVERAGE does not apply.4. PHYSICAL DAMAGE-ADDITIONAL TEMPORARY income lost due to absence of that vehicle for a replacement; as TRANSPORTATION EXPENSE COVERAGE 2. use use as for decrease in trade-in value of the Paragraph_A.4.a.—TRANSPORTATION-EXPENSES —of SECTION III—PHYSICAL DAMAGE rental vehicle because_of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered"loss";and day for temporary transportation expense,subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the.rental.agency,as stated in the contract 5. AUTO LOANILEASE GAP COVERAGE or agreement. Paragraph A.4.-COVERAGE EXTENSIONS-of 4. $7,500 maximum total amount for paragraphs SECTION III—PHYSICAL DAMAGE COVERAGE is 1.,2.and 3.combined. amended to add the following: 7. EXTRA EXPENSE—.BROADENED COVERAGE c._Unpaid Loan or Lease Amounts Paragraph A.4.—COVERAGE EXTENSIONS—of In event.of a total"loss"to a covered"auto",we will SECTION III—PHYSICAL DAMAGE-COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered"auto"minus: . e. Recovery Expense 1. The amount paid under the Physical Damage We will-pay for the expense of returning a Coverage.Section of the.policy;and stolen.covered"auto"to you. 2. Any: 8. AIRBAG COVERAGE, a. Overdue loan/lease payments at the time of Paragraph B.3.a.-.EXCLUSIONS.—of SECTION the"loss"; III—PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use,_abnormal wear and tear or an airbag.Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC Insurance, Health,Accident or Disability EQUIPMENT-BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b.-.LIMIT OF INSURANCE-of and SECTION-111-PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss"in any We will pay for any unpaid amount due on the loan or one"accident"-to all electronic equipment that lease if caused by: reproduces, receives or transmits audio,visual 1. Other than Collision Coverage only if the or data signals which;at the time of"loss",is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for-any covered"auto"; covered"auto"in a housing, opening or Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the"auto"manufacturer for.the installation Loss Coverage is provided for any covered"auto";or of such equipment;. . 3. Collision Coverage only if the.Declarations indicate (2) Removable from a permanently installed that Collision Coverage is provided for any housing unit as described.in:Paragraph covered"auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment;or Paragraph A.4.—COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2.of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission" Under Paragraph D.-.DEDUCTIBLE—.of their rights.of recovery against such person or SECTION III—PHYSICAL DAMAGE COVERAGE organization under a contractor agreement . the following is added: that is entered into before-such"loss No deductible applies to glass damage if the glass To the extent that the"insured's".rights to is repaired rather than replaced. recover damages for all or part of any 11.TWO OR MORE DEDUCTIBLES payment made under.this insurance has not Paragraph D.-DEDUCTIBLE—of SECTION III— been waived,those rights are transferred to PHYSICAL DAMAGE COVERAGE is.amended to us.That person or organization must do add the following: everything necessary.to secure.our rights and If this Coverage Form and any other-Coverage must do nothing after"accident or"loss"to Form or:policy issued to you by us that is not an impair them.At our request,the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same"accident",the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form:is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible,it will be waived;or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2.—CONCEALMENT, Coverage Form is not the smaller-(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible,it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS-is deleted the smaller(or smallest)deductible.. and replaced with the following: If you unintentionally fail to-disclose any hazards 12.AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy,we will ACCIDENT,CLAIM,SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a..-DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM,SUIT OR LOSS of SECTION IV-BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.S.-OTHER INSURANCE of a. In the event of"accident",claim,"suit"or SECTION IV—BUSINESS AUTO CONDITIONS- "loss";you must promptly notify us when the is amended to add the following: "accident"is known to:. e. Any"auto" hired.or rented by your"employee (1.) You or.your authorized representative,if on your behalf and at your direction will be you are an individual; considered an"auto"you hire. If an (2) A partner, or any authorized "employee's"personal insurance also applies representative, if you are a partnership; on an excess basis to a covered"auto"hired (3) A member,if you are a limited liability or rented by your"employee"on your behalf company; or and at your direction;this insurance will be (4) An executive officer, insurance manager, primary to the"employee's"personal or authorized representative., if,you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY' •limited liability company. Paragraph 6:7.b.(5).-POLICY PERIOD, Knowledge of an"accident",claim,"suit"or COVERAGE TERRITORY of SECTION IV— "loss"by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered"auto"of the private passenger . (1) How,when and where the"accident"or type is leased, hired,rented or borrowed. .Toss"occurred; without a driver for.a period of 45 days or (2) The"insured's" name and address;and less;and (3) To the extent possible,the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C.of-SECTION V—DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.5.-TRANSFER OF RIGHTS OF "Bodily injury"means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person,including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as,a result of the"bodily deleted and replaced with the following:. injury"sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies,,provided the"insured"has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission.' 4. Loss Payment—Physical Damage 5. Other Insurance Coverages a: For any covered "auto" _you own, this At our option;we may: Coverage Form provides primary a. Pay for, repair or replace damaged or insurance. For:any-covered "auto"you don't stolen property;' own,- the insurance provided by this b. Return the stolen roe Coverage Form is excess over any other Retu property,rty, at our.expense. collectible insurance. However, while a We will pay for any damage that results to covered "auto" which is a "trailer" is the"auto"from the theft;or connected to another vehicle, the Covered c:.Take all or-.any part of the damaged or. Autos. Liability. Coverage this ' Coverage. stolen property at an agreed or appraised Form provides for the"trailer"is: value. (1) Excess while it is connected to a motor If we pay-for the "loss", our.payment will: vehicle you do not own;or. - include the applicable sales.-tax for the, (2) Primary while it .is connected- to . a damaged or stolen property. covered"auto"you own. 5. Transfer Of Rights Of Recovery Against b: For Hired Auto Physical Damage Coverage, Others To Us any covered "auto"you lease, hire, rent or If any person or organization to or for whom we borrow is deemed to.be a covered "auto" make-payment under this Coverage Form has .you own. However, any "auto" that is rights to:recover damages from another, those leased, hired, rented or borrowed with a rights are transferred to us. That person or driver is not a covered"auto organization must.do everything necessary to _ c. Regardless of the provisions of Paragraph secure.-our rights and must do ,nothing after a. 'above, this Coverage Form's Covered accident"or"loss"to impair them. Autos Liability. Coverage is primary for any B. General.Conditions liability assumed . under .an "insured 1. Bankruptcy contract Bankruptcy or insolvency of the"insured"or the. d. When this Coverage Form and any.other "insured's". estate will not relieve us of any Coverage Form or policy .covers on the obligations under this Coverage Form. same basis, either excess or.primary, we will pay only .our share. Our share is the 2. Concealment,Misrepresentation Or Fraud proportion that the Limit of Insurance of our This Coverage Form is _void in any case of Coverage.Form bears to the.total of the fraud by you at any time as it.relates to this limits of all the Coverage Forms and Coverage Form. It is also void if you or any policies covering on the same basis. other "insured", at .any time, intentionally 6. Premium Audit. conceals or misrepresents a .material fact a. The estimated premium for this Coverage concerning: Form is based on the exposures you told us. a. This Coverage Form;- you would have when this policy began.We b. The covered"auto"; will compute the final premium due when c. Your interest in the covered"auto";or we.determine your actual exposures. The estimated .total premium will be credited d..A claim under this Coverage Form. against the final premium due and the first 3. .Liberalization Named Insured will be billed for :the If we revise this Coverage Form to provide balance, .if any. The due date for the final more coverage without additional premium premium n retrospective premium is the If charge, your policy will automatically provide, date shown as the due date on the bill. e . the additional coverage as of the day the the. estimated total premium exceeds the- the.- d is eff l covin your state. final premium due;the first Named Insured will get a refund. 4. No Benefit To Bailee-Physical Damage b. If, this policy is issued for more than one Coverages year, the premium for this Coverage Form We will not recognize any assignment.or grant will be computed.annually based on our any coverage for the benefit of any person.or rates or premiums in effect at the beginning organization holding, storing or ,transporting of each year of the policy. property for a fee regardless of any other provision of this Coverage Form: CA 00 01 10.13 ©Insurance Services Office, Inc.,2011 Page 9 of 12 i I . C H U SS Liability Insurance Endorsement Policy Period JANUARY 15,2018 TO JANUARY 15,2019 Effective Date JANUARY 15,2018 Policy Number. 3604-42-90 WCE Insured COTA,COLE,LLP, Name of Company FEDERAL INSURANCE COWANY Date Issued OCTOBER 26,2017 This.Endorsement applies to the following forms: . GENERAL LIABILITY Under Who Is An Insured,the following provision is added Who Is An Insured Additional Insured- Persons or organizations shown in the.Schedule are Losaureds;bat they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such inmrance as is afforded by' Or Organization this policy. However,the person or organization is an bmred.only: • if and then only-to the extent the person or organization is.descn'bed in the Schedule; • to the extent such contract or agreement requires the person or organization to.be afforded statas as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicablethercto).- • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damage&loss,.cost or expense for injury or damage,to which this inmmince applies,that the person or organization would have in the absence of such contract or agreement. Uablilty Insurance Additional insured-scheduled Person or aganizatlon conffnued Form 8042-2367(Rev.5-07) I:ndorseumt Page 1 CHUBS' LIabI1Hy. Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance- If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary,Noncontributory shown in the Schedule with primary insurance such as is afforded by this.policy.then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insarancc available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,Pursuant to a contractor agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged- Authorized Representattve i f I LlabUlty Insurance AddfBonsl insured-Scheduled Person OrOrganLzadon last page Form 80-02-2867(Rev."7) Endorsement Page 2 onditions ' . (continued) Transfer Or Waiver Of, We will waive the right of recovery we would otherwise have had against another person or Rights:Of Recovery organization,for loss to which this insurance applim provided the hmn ed has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the.l asared's rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The hmred must do nothing . after loss to impair them.At our request,the insured will bring suit or transfer those rights.to us and help us enforce,them This condition does not apply to.medical expenses. 1lebW lnsu wm Form 80M4M(Rev.4-01) Contract Pugs 24 o►32 f