Loading...
2200 - Bob Hall & Associates - Recruitment Services - Assistant City Manager 2024PROFESSIONAL SERVICES AGREEMENT RECRUITMENT SERVICES — ASSISTANT CITY MANAGER 2024 1. PARTIES AND DATE. This Agreement is made and entered into this A*— Day ofQj�(iui0� 2024 (Effective Date) by and between the City of Rosemead, a municipal organizationrganized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Bob Hall & Associates a Sole Proprietor with its principal place of business at 4336 Guava Ct. Las Vegas NV, 89135 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing executive recruitment services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to provide executive position recruitment services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional executive recruitment services necessary for the Project, herein referred to a "Services". The o Pian & Associates Page 2 of 17 Services are more particularly described in Exhibit A attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for the length of the recruitment and placement for the Assistant City Manager position from the Effective Date shown above unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services: Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements: All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel: Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event Page 3 of 17 that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative: Consultant hereby designates Mr. Bob Hall, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant represents that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and regulations in o:; Hall & Associates Page 4 of 17 any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of its employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed Twenty Three Thousand Dollars ($23,000) and in accordance with consultant's proposal dated January 5, 2024. Consultant's proposal is hereby incorporated and found in Exhibit A. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation: Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. Page 5 of 17 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws to the extent they are applicable to Consultant. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the -�c Hail & Associates Page 6 of 17 effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices: All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Bob Hall & Associates 4336 Guava Ct. Las Vegas, NV 89135 Attn: Bob Hall Tel: (714) 309-9104 CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Ben Kim Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property Page 7 of 17 embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City shall be at City's sole risk. 3.5.3.2 Confidentiality: All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees: If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from -;_ iI & Associates Page 8 of 17 and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 3.5.7 Entire Agreement: This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, Page 9 of 17 and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. Associat=es Page 10 of 17 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next Page] Page 11 of 17 CITY OF ROSEMEAD BOB HALL & ASSOCIATES By: Ben Kim, C Manager Date Attest: Vd� Ericka Hernan , City ClerktDa e Approved as to Form: Rachel Richman Vat:4 City Attorney Name: Bob Hall Title: Founder [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] M Name: Title: ,, ;� Hail & Associates Page 12 of 17 EXHIBIT A SCOPE OF SERVICES Attached IN -. BOBHALL-02 SGONZALEZ COVERAGES CERTIFICATE NUMBER: 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. INSRTYPE LTR /I ,O v CERTIFICATE OF LIABILITY INSURANCE �, V OAIE (MMIODNYYY) 9n0/2024 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(les) 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 endomement(s). PRODUCER License#0757776 cONTAcT Marta Fleming PNONE FAX MCN NC. No HUB International Insurance Services Inc. C PO BOX 4047 F Concord, CA 94524-4047 E-MML . marta.fleming@hubintemational.COm X NSURERJSI AFFORDING COVERAGE NMC0 INSURER A: Underwriters at Lloyd's London 15792 8/15/2025 INSURED INSURER B:Citizens Insurance Company of America 31534 INSURER C : Bob Hall Associates INSURER o: 4336 Guava Ct. INSURER E Las Vegas, NV 89135 INSURER F: A COVERAGES CERTIFICATE NUMBER: 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. INSRTYPE LTR OF INSURANCE ADDL MIND SUER WVa POLICY NUMBER POUCYEFF POUCYEXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X X PSNO540034022 SM5/2024 8/15/2025 EACH OCCURRENCE S 2'000'000 DAMAGE TO RENTED 250,000 MED EXP An one 5'000 PERSONAL S ADV INJURY 2'000'000 GEN'L AGGREGATE pLRIMpIT. APPLIES PER: X POLICY JECT LOC OTHER: GENERAL AGGREGATE 4'000'000 PRODUCTS-COMP/OP AGG S 2,000,000 A AUTOMOBILE LIABILITY ANY AUTO AUTOS ONLY AUTOSULED ��RE�E SCHEDULED AIIfOS ONLY X AUTOS ONLY Ix PSNO540034022 811512024 0512025 COMBINED SINGLELIMIT 11000,000 BODILY IwURY Per BODILY INJURY Per exidaM �� AMAGE UMBRELLA UAB EXCESS LIAR OCCUR CLAIMSMADE EACH OCCURRENCE $ AGGREGATE S DED I I RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS. LIABILITY ANY PROPmETOWPARTNER/EXECUTIVE YIN Q�FIC�Rory ANEq EXCLUDEDY (wn0at I X) Ifyes. describe undar DESCRIP ION OF OPERATIONS tolm NIA WZFH79492703 8115/2024 8f15/2025 X PER STATUTE OTH- E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE -EA EMPLOYE $ 1�o00,gg0 E.L. DISEASE- POLICY LIMIT 1,000,000 A A E&O Cyber E&O Cyber PSNO540034022 PSNO540034022 8/1512024 8M512024 811512025 8f15/2025 $1M Ea Claim/Agg: 2,000,000 Retention 2,500 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, AdditIwal Remarks Schedule, m be attached If mora s as Is r ulrad) City of Rosemead, its officials, employees, and agents, Consultant's employees are �Ldditional InsuleTPwith regard to General Liability when required by written contract per attached policy endorsement, Primary & Non -Contributory and Waiver of Subrogation included. CAMCLI 1 ATIn1J V Cr\r rrrVll,L �,V LY L,\ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rosemead THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 8838 E. Valley Blvd., Rosemead, CA 91770 AUTHORIiED RRURRE�SSE�NTATWE ACORD 25 (2016/03) V 1966-21175 AUVKU UUKYUKA 11014. All ngnTs reserved. The ACORD name and logo are registered marks of ACORD cfc 77. Vacant premises Named Insured: Bob Hall Associates Policy Nmnber: PSNO540034022 in respect of INSURING CLAUSES 5 and 6, resulting from premises left vacant for more than 60 consecutive days. 78. War and cyber war arising directly or indirectly out of a. war: or b. cyber war. However, part b. above will not apply to: a. INSURING CLAUSE 2 (SECTION B only); and b. that part of any claim relating to any computer systems which are physically located outside of an impacted state. 79. Website content accessibility arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of your website content. 80. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission. 1. What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policyyou must: a. notify the claims managers as soon as is reasonably practicable (in respect of cyber incidents, a telephone call to our cyber incident response hotline will constitute notification). However, this notification must be made no later than the end of any applicable extended reporting period; b. in respect of INSURING CLAUSES 2 (SECTION D only), 3 and 5, report the theft or incident as soon as is reasonably practicable to the appropriate law enforcement authorities and provide us with a copy of this report on our request; and c. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld). 0 cfc In respect of INSURING CLAUSES 1 and 4 (SECTION F only), if you notify an incident that we agree is reasonably expected to give rise to a claim, we will accept any claim that arises out of the incident as being notified under this Policy. We requireyou to provide full details of the incident, including but not limited to: a. the time, place and nature of the incident; b. the manner in which you first became aware of this incident, c. the reasons why you believe that this incident could give rise to a claim under this Policy; d. the identity of the potential claimant; and e. an indication as to the size of the claim that could result from this incident. In respect of INSURING CLAUSES 2 and 3, if you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). 2. Additional insureds We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that: a. you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and b. had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured they must: a. prove to us that the claim arose solely out of an act committed byyou, and b. fully comply with CONDITION 1 as if they were you. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non-contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. cfc 3. Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense. We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you. As a consequence of your refusal, our liability for the claim will not be more than the amount for which the claim could have been settled had you consented, plus any costs and expenses incurred prior to the date of your refusal. 4. Application warranty You agree that all statements made by you in the application form, including any renewal application form, and any supplemental materials you have supplied in support of the application for insurance, are your agreements and representations to us and the Policy is issued in reliance upon that information. The misrepresentation or non -disclosure of any matter by you or your agent will render this Policy null and void and relieve us from all liability under this Policy. 5. Calculation of business interruption losses Following an interruption to your business activities covered under INSURING CLAUSES 2 (SECTION F only) or 6,you must provide us with your calculation of the loss including: a. how the loss has been calculated and what assumptions have been made; and L. supporting documents including account statements, sales projections and invoices. 6. Cancellation This Policy may be canceled with 30 days written notice by either you or us. if you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. ,, a s cfc If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy Administration Fee will be deemed fully earned upon inception of the Policy. 7. Commercial property amount insured reinstatement In respect of INSURING CLAUSES, in the event that the amount insured is partially reduced or totally exhausted due to the payment of a claim as a result of damage to your premises or contents, the amount insured will be automatically reinstated, provided: a. we do not give you written notice within 30 days of the notification of damage stating otherwise; b. where the amount of loss, net of the applicable deductible, exceeds $20,000 you pay an additional premium as advised by us; and c. you agree to any other risk management conditions requested by us. 8. Continuous cover In respect of INSURING CLAUSES 1 and 4 (SECTION F only), if during the period of a previous renewal of this Policy you neglected, through error or oversight only, to report to us an incident that might give rise to a claim, then provided you have maintained uninterrupted insurance of the same type with us since expiry of the previous renewal of this Policy, we will permit the incident to be reported to us under this Policy and we will indemnify you under this Policy in respect of any claim that arises out of the incident, provided: a. the indemnity will be subject to the applicable limit of liability of the previous renewal of this Policy under which the incident should have been reported to us or the applicable limit of liability, whichever is the lower; b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c. the indemnity will be subject to all other terms and conditions of this Policy. We require you to provide full details of the incident, including but not limited to: a. the time, place and nature of the incident; b. the manner in which you first became aware of this incident; c. reasons why you believe that this incident could give rise to a claim; d. the identity of the potential claimant; and e. an indication as to the size of the claim that could result from this incident. 0 cfc For the avoidance of doubt, this Condition only applies to incidents that might give rise to a claim. 9. Cross liability and severability In respect of INSURING CLAUSE 4 only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity. 10. Dispute resolution All disputes or differences between you and us will be referred to mediation or arbitration and will take place in the country of registration of the company named as the insured in the Declarations page. In respect of any arbitration proceeding we will follow the applicable rules of the arbitration association in the country where the company stated as the insured in the Declarations page is registered, the rules of which are deemed incorporated into this Policy by reference to this Condition. Unless the applicable arbitration association rules state otherwise, a single arbitrator will be appointed who will be mutually agreed between you and us. If you and we cannot agree on a suitable appointment then we will refer the appointment to the applicable arbitration association. Each party will bear its own fees and costs in connection with any mediation or arbitration proceeding but the fees and expenses of the arbitrator will be shared equally between you and us unless the arbitration award provides otherwise. Nothing in this Condition is intended to remove your rights under CONDITION 23. However, if a determination is made in any mediation or arbitration proceeding, CONDITION 23 is intended only as an aid to enforce this determination. 11. Due diligence In respect of INSURING CLAUSE 5, you will at your own expense take all practicable steps during the period of the policy to: a. prevent loss of or damage to your premises or contents, including taking practicable steps to reduce the risk of theft of your contents whilst in any vehicle by keeping them out of sight; b. maintain your premises or contents in a proper state of maintenance and repair; and c. take all reasonable steps to observe and comply with any applicable laws, obligations or requirements. 12. Establishing loss of contents If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. 13. Extended reporting period An extended reporting period of 60 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy: a. in respect of INSURING CLAUSES 1 and 4 (SECTION F only), any claim first made against you during the period of the policy and reported to us during this extended reporting period; b. in respect of INSURING CLAUSES 2 and 3, any cyber event or loss first discovered by you during the period of the policy and reported to us during this extended reporting period; and c. any circumstance that a senior executive officer became aware of during the period of the policy and reports to us during this extended reporting period. No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted. 14. Optional extended reporting period If we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non -renewal date. This optional extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy: a. in respect of INSURING CLAUSES 1 and 4 (SECTION F only), any claim first made against you and reported to us during this optional extended reporting period, provided that the claim arises out of any act, error or omission committed prior to the date of cancellation or non -renewal; and b. in respect of INSURING CLAUSES 2 and 3, any cyber event or loss first discovered by you during this optional extended reporting period, provided that the cyber event or loss first occurred during the period of the policy. If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non -renewal. f cfc The right to the optional extended reporting period will not be available to you where cancellation or non -renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims. At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non -renewal by us. 15. Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written admission by you, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right, we will not be liable to return any premium to you. However, this will not affect any non -fraudulent claim under this Policy which has been previously notified to us. 16. Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 4 (SECTIONS G and H only) that all employees who operate an automobile in the course of your business activities will maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 4 (SECTIONS G and H only) and the employee has failed to meet these requirements then this Policy will only respond to provide excess coverage as though the requirements had been met, wherebyyou agree to pay all sums within and up to the required minimum limit. 17. Mergers and acquisitions if you acquire an entity during the period of the policy whose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a subsidiary. If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a subsidiary for 45 days. We will consider providing cover for the acquired entity after the period of 45 days if: a. you give us full details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy and agree to pay any additional premium required by us. cfc In the event you do not comply with a. and b. above, cover will automatically terminate for the entity 45 days after the date of its acquisition. Cover for any acquired entity is only provided under this Policy for any act, error or omission committed or alleged to have been committed on or after the date of its acquisition. No cover will be automatically provided under this Policy for any acquired entity: a. whose business activities are materially different from your business activities; I that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or c. that has experienced a cyber event in the 3 years period prior to its acquisition, if you have purchased INSURING CLAUSES 2 or 3 and the cyber event cost more than the highest deductible of INSURING CLAUSES 2 or 3. No cover will be provided under this Policy for premises or contents owned by any acquired entity prior to the date of acquisition. If during the period of the policy you consolidate, merge with or are acquired by another entity then cover under this Policy will continue to apply but only in respect of any act, error or omission committed or alleged to have been committed prior to the effective date of the consolidation, merger or acquisition. 18. Our rights of recovery If we make any payment under this Policy and you have any right of recovery against a third party in respect of this payment, then we will maintain this right of recovery. You will do whatever is reasonably necessary to secure this right and will not do anything after the event which gave rise to the claim to prejudice this right. We will not exercise any rights of recovery against any employee, unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by the employee. Any recoveries will be applied as follows: a. towards any recovery expenses incurred by us; b. then to us up to the amount of our payment under this Policy, including costs and expenses; c. then to you as recovery of your deductible. 19. Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. cfc 20. Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSURING CLAUSE 2 (SECTION C only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 21. Sanctions suspension It is a condition under this Policy that the provision of cover, the payment of any claim and the provision of any benefit will be suspended, to the extent that the provision of the cover, payment of the claim or provision of the benefit would expose us to any sanction, prohibition or restriction under the United Nations resolutions or the trade or economic sanctions, laws or regulations of Australia, Canada, the European Union, United Kingdom or United States of America. The suspension will continue until such time we would no longer be exposed to the sanction, prohibition or restriction. 22. Waiver of subrogation Notwithstanding CONDITION 18, we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. 23. Choice of law, jurisdiction and service of suit In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the representative stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The * cfc representative stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted. Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The representative stated in the Declarations page is hereby designated as the person to whom the above mentioned officer is authorized to mail such process or a copy thereof. January 5, 2024 Dear Mr. Ben Kim: Bob Hall & Associates is pleased to submit this proposal to conduct the recruitment for the position of Assistant City Manager for the City of Rosemead. If selected, Bob Hall will be the point of contact and lead project directors for this search. Bob, former City Manager of Laguna Niguel, Stanton, and Fountain Valley provides substantial knowledge and experiences will help the City of Rosemead find a candidate that fits the ideal criteria for the position. Having served as a City Manager makes Bob uniquely qualified to understand the issues and challenges facing the City of Rosemead. Recent recruitments by Bob Hall & Associates team includes the Cities of Salinas, Shafter, Moorpark, Placentia, Marina, Signal Hill, San Bernardino, Costa Mesa, San Marino, San Clemente, EI Segundo, and Suisun City. Bob Hall & Associates' network encompasses a strong talent pool and will add the personal, individualized attention that each search requires. Attached is a summary of the search process and the services that the Bob Hall & Associates team is willing and able to offer the City of Rosemead. For more information or clarification, do not hesitate to contact Bob Hall at (714) 309-9104 or by email at We appreciate the opportunity to be considered to aid in the search for the Assistant City Manager vacancy. Should you select our team, we are prepared to proceed immediately. Sincerely, 4� :no MOMI www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com Executive Summary We are excited to submit our proposal to the City of Rosemead for the opportunity to assist with the identification and recruitment for the Assistant City Manager position. The Bob Hall & Associates team is well connected with a keen knowledge of talent and is prepared to offer a strong pool of top candidates. At Bob Hall & Associates, we pride ourselves in adding a personal, individualized touch to each recruiting search. In the last 48 months, the Bob Hall & Associates team has conducted more than 90 recruitments across the state of California. We provide an alternative to the large recruitment firms while providing excellent customer service focused specifically on our clients' needs to ensure we meet or exceed their expectations on every recruitment. Our individualized service helps target candidates who are equipped to specific needs within the region. We do not stray from a challenge and thrive in filling the tough to find positions at all levels throughout the organization. Our work ethic and desire to help our clients succeed is second to none. Given the structure of our firm, we have the ability to adjust our processes to fit the specific needs of our customers, whether it is recruitment timeline, outreach strategies, or even interview structures. Bob Hall brings over 30 years of experience in municipal government and leadership. Hall has served as City Manager for Fountain Valley, Laguna Niguel, and Stanton. His prior City Manager experience gives him a unique perspective on the recruiting process. He knows first-hand the talent it takes to build a high-performance operation and wants to share that knowledge and experience with candidates and municipalities. His wide variety of experience throughout municipal organizations provides a strong understanding of the diverse needs throughout the City. Before assuming the leadership role in Orange County, he worked in many departments, including General Services Director for the City of Riverside. Bob Hall holds a Master's degree in Public Administration from California State University, San Bernardino. Hall is a member of ICMA, former Board Member of Cal ICMA and has been an invited guest lecturer at Cal -State Northridge, Cal -State Fullerton, Cal -Poly Pomona, and Long Beach State University. www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com The Team and Recent Placements Our Assistant City Manager Recruitment Team Bob Hall Founder, Bob Hall & Associates With Bob's 30 plus years of experience serving in most departments within a municipal organization, he brings a strong knowledge and understanding of city operations. This diverse knowledge has translated into Bob Hall & Associates keen ability to place highly qualified candidates in key positions. Bob's niche is finding that "perfect fit", especially in positions that traditionally are more challenging to fill. Bob Hall provides individualized customer service and responsiveness resulting in successful placements and ultimately, client satisfaction. Joe Gorton Executive Recruiter Joe Gorton is the former City Manager of the City of San Ramon, California, for over six years. Joe managed an operating budget of approximately eighty million dollars and a thirty -million -dollar capital budget in the city of 85,000 residents. Joe has over 35 years of experience in local government. Joe started his career in law enforcement at the Contra Costa County Sheriffs Office and later transferred to the San Ramon Police Department when the City Council voted to form their own police department after years of contracting police service with the Sheriffs Office. Joe ultimately ascended the ranks to the Chief of Police for the San Ramon Police Department. Joe has over twenty-eight years of experience in law enforcement. One of the highlights of Joes career was being selected as the second in command of the newly formed San Ramon Police Department and put in charge of its creation from the ground up. Joe was tasked with leading the transition team and was instrumental in the formation of the department. The transition team's primary task was hiring fifty-six sworn police officers and several civilian staff members. This endeavor entailed creating comprehensive background checks, training, and orientation of new employees. Joe holds a Master of Science degree in Organizational Development from the University of San Francisco (USF) where he graduated in the top ten percent of his class. He also holds a Bachelor of Public Administration degree, receiving college honors, from USF and an Associates of www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com Science degree in Administration of Justice from Butte College. Joe is graduate of the California Command College and ranked number one in his academy class. Rachel Hall Recruitment Manager Rachel has a Bachelor of Arts in Communications from the University of Arizona and brings a background in marketing and writing to the team. Rachel has experience working within municipal government and provides support services for Bob Hall & Associates recruitments. She is proficient in Adobe Creative Cloud, Microsoft office, Google Workspace, and NeoGov. Recent Recruitments City Manager- Stanton City Manager- Laguna Niguel City Manager- Manteca City Manager- San Bernardino City Manager - Fountain Valley City Manager- Tracy City Manager- Laguna Hills City Manager -San Clemente City Manager- Suisun City City Manager- Vallejo General Manager - Incline Village GID Assistant City Manager - Costa Mesa Firm Information Fin: Chief- Morro Bay Chief of Police - Signal Hill Chief of Police - Imperial City Attorney - Manteca Director of Finance - Salinas Directorof Finance - Placentia Directorof Public Works -Signal Hill Directorof Human Resources - Marina Directorof Community Development - Stanton Director of Community Services - Costa Mesa Director of Parks & Recreation -American Canyon IT Director - EI Segundo Bob Hall & Associates was formed in August 2019 as a unique take on the typical recruiting process. Having over 30 years of experience in city government, including recruitments, Bob's innate ability to cultivate relationships around Southern California has allowed for his network of contacts to grow exponentially. As he switched roles from City Manager to Recruiter, Bob emphasizes the importance of adding that personal touch to the recruiting process that tends to be forgotten in the bigger businesses. His goal is to connect and place candidates in environments that will help them be successful and accomplish the projects they set out to achieve. www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com Recruiting Process Below, you will find our proposed recruiting process, schedule, and cost breakdown for your consideration. During the recruitment process, we will require the following specific assistance from the City: a draft job description (we will work with the City to craft language), any other legal descriptions or City language and guidelines; City logo, high resolution photography, review of the brochure and other marketing materials and timely feedback; and logistics coordination with any City staff and our team. Create Position Profile The Bob Hall & Associates team will meet with the City to discuss the strategy for the search as well as communication preferences and project timeline. It is at this time that the team will collaborate with the City to determine characteristics of the ideal candidate. Communication and customer service is a priority, as the Bob Hall & Associates team will stay in touch with the City throughout the recruitment keeping them up to date. In the meeting, the search criteria will be determined to help aid the Bob Hall & Associates team in narrowing the search to appropriate candidates based on the specific goals and qualities of the organization. Outreach and Recruiting Outreach Outreach begins with the creation of a job announcement and brochure that will be advertised for the public to see on platforms such as Public CEO, ICMA, Governmentlobs.com and in Western City Magazine. We will also utilize social media engagement on Linkedln, networking with top industry leaders throughout the nation, and personal outreach. www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com Candidate Identification Following the creation of the job announcement and advertisement of the position, the Bob Hall & Associates team will actively seek out qualified candidates by tapping into the network of talented prospects both local to California and across the country. Unlike other firms, Bob Hall & Associates focuses on adding a personal touch to the identification process by tailoring the recruiting process to the needs and desires of the organization. Our active recruiting style has proved to increase the number of applications and resumes from potential candidates leading to a deeper evaluation of each individual. Candidate Assessment Screening Every application is promptly acknowledged and carefully examined. Those that most closely fit the criteria indicated by the organization will be subject to a more thorough evaluation. Such evaluation will focus on aspects such as professional experience, size and complexity of current organization as compared to the advertised position. Initial Research and Interviews Research will be conducted on top candidates in the form of Internet searches and other public profiles to ensure prospects' values, experiences, and history match the criteria established by the organization. Following research, preliminary interviews will be conducted via phone, video -conferencing, or face-to-face, depending on candidates' location. Selection and Presentation of Top Candidates Bob Hall & Associates will manage the selected finalist candidates. Top candidates will be presented to the City for consideration to determine which candidates will be interviewed. City will be provided with detailed description of work history and other important information about each candidate prior to selection and scheduling of interviews. www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com Negotiations The Bob Hall & Associates team is willing and able to support the City in the negotiation process of the selected candidate's compensation package. Close Out After the organization has successfully chosen a candidate, the search will be closed out. This includes informing finalist candidates of the status of the search via telephone. Project Costs The recruitment for the Assistant City Manager position will be a complete and comprehensive search in an effort to present the City of Rosemead with the most capable, talented candidates available. The fee to perform the search will be $20,500 plus expenses, not to exceed $23,000. These expenses will include advertising, printing, four in-person visits to the City and unlimited virtual meetings with City staff. Additional trips to the City will be billed at $900 per trip. Top candidates will be subject to DMV, civil and criminal background, and credit checks, which is also built into the fee. This proposal is good for at least 180 days from January 5, 2024. Fees will be collected in three installments as follows: 1. Upon Execution of the Agreement: $7,000 2. Following Presentation of Candidates: $7,000 3. Upon Acceptance of Offer: $6,500 www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com Project Timeline A typical search will be conducted in a 90 to 120 -day period from start to finish. Following the final selection, negotiations can take up to two weeks. The proposed schedule includes four to five weeks of active recruitment, which reflects our suggested minimum timeline. However, this can be adjusted if the City would prefer a longer or accelerated process. An exact schedule will be provided once a firm start date has been provided by the City. If an expedited process is preferred, we can reduce the process to about 60 days, however, we will need to ensure review dates and interviews are scheduled early in the process. -Week 1: Bob Hall & Associates Selected as Search Firm • Week 2: Bob Hall & Associates meets with the City to establish posthion criteria • Week 3 & 4: Active Recruiting and Screening • Week 1 & 2: Active Recruiting and Screening Continued • Week 3 & 4: Consultant Interviews, Preliminary Reference Checks, Finalists Selected and Submitted to City • Week 1: Candidate -City Interviews • Week 2: Candidate Selected and Negotiations • Week 3: Selection Made Bob Hall & Associates' Guarantee The Bob Hall & Associates team guarantees industry -standard services. If within one year following appointment, selected candidate resigns or is terminated for cause, our team will conduct another search free of professional services charges. However, the organization will be expected to pay for incurred costs. www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com References Jared Hildenbrand, City Manager of Laguna Hills jhlldenbrand@lagunahillsca.gov (949) 707-2610 Patrick Harper, Mayor of Fountain Valley patrick.harper@fountainvalley.org (714) 593-4403 Karin Schneider, Assistant City Manager, Tracy karin.schnaider@cityoftracy.org (209) 831-6800 Johanna Thordahl, Human Resources Manager of San Clemente thordahlj@san-clemente.org (949) 441-8127 Matthew Mogensen, Assistant City Manager of Marina mmogensen@cityofmarina.org (831) 884-1278 Damien Arrula, City Administrator of Placentia darrula@placentia.org (714) 993-8171 www.bobhallandassociates.com 1 (714) 309-9104 1 bob@bobhallandassociates.com Page 13 of 17 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross - liability exclusion precluding coverage for claims or suits by one insured against another. �:, iia i & Associates Page 14 of 17 Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1 Million per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend the Named Insured. The policy retroactive date shall be on or before the effective date of this agreement. Acceptable insurers: All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the Agency's Risk Manager. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 (or otherwise consistent with the insurer's endorsement). Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. Page 15 of 17 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period} that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. A ten (10) day notice to City shall apply to nonpayment of premiums. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage (except Professional Liability and Workers' Compensation) required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by ' i. -I & A$sodatc s Page 16 of 17 Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. Page 17 of 17 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. RORHALL-02 41Jfe\I5 1114�R� CERTIFICATE OF LIABILITY INSURANCE DA vMMIDDN ) 812024 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 License # 0757776 C NTACT Marta Fleming HUB International Insurance Services Inc. PO PG Box 4047 Concord, CA 94524-4047 PHONE FAX INC, No,Ea:l: (415) 512.2159 (F,- 231-2572 A%pA'E .Cal.CPU Hubinternational.com INSUREMS) AFFORDING COVERAGE NAIC N 8/15/2024 INSURER A: Underwriters at Lloyd's London 15792 DAMAGE TO RENTED 250,000 PREMISE Eaeccurrence $ INSURED INSURER B: Citizens Insurance Company of America 31534 INSURER C : Bob Hall Associates INSURER D: 4336 Guava Ct. Las Vegas, NV 89135 INSURER E INSURER F: AUTOMOBILE X COVERAGES CERTIFICATE NUMBER: 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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 TYPE OF INSURANCE INSD SUBR POLICY NUMBER POLICYEFF POLICYEX LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE [X OCCUR X X PSM0439716326 8115/2023 8/15/2024 EACH OCCURRENCE $ 2.000'000 DAMAGE TO RENTED 250,000 PREMISE Eaeccurrence $ MED EXP An one rsan $ 5'000 PERSONAL &ADV INJURY $ 2'000'000 GEN'LAGGREGATE LIMIT APPLIES PER POLICY DEBT LOC OTHER' GENERALAGGREGATE $ 4'000'000 PRODUCTS-COMPIOPAGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED OWNED SCHEDULED ONLY SAUTOS CHEDULED AUTOS ONLY X AUOTOONLV PSM0439716326 8115/2023 8115/2024 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) BODILY INJURY Per on $ BODILY INJURY Per accident)$ Pfge�earandant AMAGE $ $ UMBRELLA LIAB EXCESS LAS H OCCUR CLAIMS -MADE EACH OCCURRENCE S AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY VIN OFFICERMIEMBERANY IEXCLUDED?ECUTIVE (Mandatory In NH) If yes, desentre under DESCRIPTION OF OPERATIONS below NIA WBFH79492702 8/15/2023 8115/2024 X STAT TE ORH EL EACH ACCIDENT $ 1,000,000 E. L. DISEASE - EA EMPLOYE $ 1'000'000 E. L. DISEASE - POLICY LIMIT $ 1,000,000 A A E&O/Cyber E&O/Cyber PSM0439716326 PSM0439716326 811512023 8/15/2023 8/15/2024 8/1512024 $1M Ea Claim/Agg: 1,000,000 Retention 2,500 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, mabe attached V more a ce is rpuined) City of Rosemead, its officials, employees, and agents, Consultant's employees are 4dditional Insure7with regard to the General Liability policy, when required by written contract, per the attached endorsement form, Primary & Non -Contributory and Waiver of Subrogation included. CERTIFICATE HOLDER CANCELLATION ACCORD 25 (2016/03) ©1988-2015 ACCORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Rosemead THE EXPIRATION DATE ACCORDANCE WITH THE POLICY PROVISIONS. E WILL BE DELIVERED IN 8838 E. Valley Blvd., Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE L ACCORD 25 (2016/03) ©1988-2015 ACCORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD f cfc 72. Unsolicited communications Named Insured: Bob Hall Associates Policy Number: PSM0439716326 arising directly or indirectly from any actual or alleged violation of: 32 a. the CAN -SPAM Act of 2003 or any subsequent amendments to that Act; b. the Telephone Consumer Protection Act (TCPA) of 1991 or any subsequent amendments to that Act; or c. any other law, regulation or statute relating to unsolicited communication, distribution, sending or transmitting of any communication via telephone or any other electronic or telecommunications device. However, this Exclusion will not apply to INSURING CLAUSE 2 (SECTION A only). 73. Vacant premises in respect of INSURING CLAUSES 4 and 5, resulting from premises left vacant for more than 60 consecutive days. 74. War arising directly or indirectly out of: a. war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war is declared or not), civil war, rebellion, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power; or b. any action taken in controlling, preventing, suppressing or in any way relating to a. above. 75. Website content accessibility arising directly or indirectly out of the actual or alleged violation of any laws, regulations or guidelines relating to the accessibility of your website content. 76. Willful or dishonest acts of senior executive officers arising directly or indirectly out of any willful, criminal, malicious or dishonest act, error or omission by a senior executive officer as determined by final adjudication, arbitral tribunal or written admission. 1. What you must do in the event of a claim or cyber incident If any senior executive officer becomes aware of any incident which may reasonably be expected to give rise to a claim under this Policyyou must: a. notify the claims managers as soon as is reasonably practicable (in respect of cyber incidents, a telephone call to our cyber incident response hotline will constitute CFC Underwriting Limited is Authorized and Regulated by the Financia l Curd uct Puthority Recruitment, Employment& c1999-2023 CFC Undenmrt?ng Ltd, All Rights Reserved Staffing v2_2 gcfc 33 notification). However, in respect of INSURING CLAUSES 1 and 3 (SECTION F only), this notification must be made no later than the end of any applicable extended reporting period; b. in respect of INSURING CLAUSES 2 (SECTION D only) and 4, report the theft or incident as soon as is reasonably practicable to the appropriate law enforcement authorities and provide us with a copy of this report on our request; and c. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld). In respect of INSURING CLAUSES 1 and 3 (SECTION F only), if you notify an incident that we agree is reasonably expected to give rise to a claim, we will accept any claim that arises out of the incident as being notified under this Policy. We require you to provide full details of the incident, including but not limited to: a. the time, place and nature of the incident; b. the manner in which you first became aware of this incident; c. the reasons why you believe that this incident could give rise to a claim under this Policy; d. the identity of the potential claimant; and e. an indication as to the size of the claim that could result from this incident. In respect of INSURING CLAUSE 2, if you discover a cyber event you may only incur costs without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). 2. Additional insureds We will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that: a. you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and b. had the claim been made againstyou, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured they must: a. prove to us that the claim arose solely out of an act committed by you; and b. fully comply with CONDITION 1 as if they were you. CFC Underwriting Limited ,_ _..zad and Regulated by the Fines. c. Authority Recruitment, Employment& 11999-2023 CFC Underwriting Ltd, All Rights Reserved Staffing v2.2 scfc 34 Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non-contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3. Agreement to pay claims (duty to defend) We have the right and duty to take control of and conduct in your name the investigation, settlement or defense of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defense. We will endeavor to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you. As a consequence of your refusal, our liability for the claim will not be more than the amount for which the claim could have been settled had you consented, plus any costs and expenses incurred prior to the date of your refusal. 4. Application warranty You agree that all statements made by you in the application form, including any renewal application form, and any supplemental materials you have supplied in support of the application for insurance, are your agreements and representations to us and the Policy is issued in reliance upon that information. The misrepresentation or non -disclosure of any matter byyou or your agent will render this Policy null and void and relieve us from all liability under this Policy. 5. Calculation of business interruption losses Following an interruption to your business activities covered under INSURING CLAUSES 2 (SECTION F only) or 5, you must provide us with your calculation of the loss including: a. how the loss has been calculated and what assumptions have been made; and CFC Underwrite no Limited is Authorized and Regulated by the Fin a nda l Conduit Authority Rectultment,ETploymertY& x999-2023 CFC Underwriting Ltd, All Rights Reserved Staffing J2.2 gcfc 35 b. supporting documents including account statements, sales projections and invoices. 6. Cancellation This Policy may be canceled with 30 days written notice by either you or us. If you give us notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. However, if you have made a claim under this Policy there will be no return premium. If we give you notice of cancellation, the return premium will be in proportion to the number of days that the Policy is in effect. We also reserve the right of cancellation in the event that any amount due to us by you remains unpaid more than 60 days beyond the inception date. If we exercise this right of cancellation it will take effect from 14 days after the date the written notice of cancellation is issued. The Policy Administration Fee will be deemed fully earned upon inception of the Policy. 7. Continuous cover In respect of INSURING CLAUSES 1 and 3 (SECTION F only), if during the period of a previous renewal of this Policy you neglected, through error or oversight only, to report to us an incident that might give rise to a claim, then provided you have maintained uninterrupted insurance of the same type with us since expiry of the previous renewal of this Policy, we will permit the incident to be reported to us under this Policy and we will indemnify you under this Policy in respect of any claim that arises out of the incident, provided: a. the indemnity will be subject to the applicable limit of liability of the previous renewal of this Policy under which the incident should have been reported to us or the applicable limit of liability, whichever is the lower; b. we may reduce the indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; and c. the indemnity will be subject to all other terms and conditions of this Policy. We requireyou to provide full details of the incident, including but not limited to: a. the time, place and nature of the incident; b. the manner in which you first became aware of this incident; c. reasons why you believe that this incident could give rise to a claim; d. the identity of the potential claimant; and e. an indication as to the size of the claim that could result from this incident. For the avoidance of doubt, this Condition only applies to incidents that might give rise to a claim. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Recruitment, Employment 8 X1999-2023 CFC Underwriting Ltd, All Rights Reserved Staffing V2-2 Ocfc 8. Cross liability and severability 36 In respect of INSURING CLAUSE only, where there is more than one entity insured under this Policy, and subject to the limit of liability, any claim made by one insured entity against another insured entity will be treated as if they are a third party and knowledge possessed by one insured entity will not be imputed to any other insured entity. 9. Dispute resolution All disputes or differences between you and us will be referred to mediation or arbitration and will take place in the country of registration of the company named as the insured in the Declarations page. In respect of any arbitration proceeding we will follow the applicable rules of the arbitration association in the country where the company stated as the insured in the Declarations pageis registered, the rules of which are deemed incorporated into this Policy by reference to this Condition. Unless the applicable arbitration association rules state otherwise, a single arbitrator will be appointed who will be mutually agreed between you and us. If you and we cannot agree on a suitable appointment then we will refer the appointment to the applicable arbitration association. Each party will bear its own fees and costs in connection with any mediation or arbitration proceeding but the fees and expenses of the arbitrator will be shared equally between you and us unless the arbitration award provides otherwise. Nothing in this Condition is intended to remove your rights under CONDITION 20. However, if a determination is made in any mediation or arbitration proceeding, CONDITION 20 is intended only as an aid to enforce this determination. 10. Establishing loss of contents If you make a claim under this Policy for loss of contents, you must reasonably establish how and when the incident took place. 11. Extended reporting period An extended reporting period of 60 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy: a. in respect of INSURING CLAUSES 1 and 3 (SECTION F only), any claim first made against you during the period of the policy and reported to us during this extended reporting period; b. INSURING CLAUSE 2, any cyber event first discovered by you during the period of the policy and reported to us during this extended reporting period; and c. any circumstance that a senior executive officer became aware of during the period of the policy and reports to us during this extended reporting period. CFC Underwriting Limited is Authorized and Regulated by the Financial Conduct Authority Recruitment, Employment& 1999-2023 CFC Underwriting Ltd, All Rights Reserved Staffing V22 r cfc 37 No claim will be accepted by us in this 60 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its limit of liability was not exhausted. 12. Optional extended reporting period If we or you decline to renew or cancel this Policy then you will have the right to have issued an endorsement providing an optional extended reporting period for the duration stated in the Declarations page which will be effective from the cancellation or non -renewal date. This optional extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy: a. in respect of INSURING CLAUSES 7 and 3 (SECTION F only), any claim first made against you and reported to us during this optional extended reporting period, provided that the claim arises out of any act, error or omission committed prior to the date of cancellation or non -renewal; and b. in respect of INSURING CLAUSE 2, any cyber event first discovered by you during this optional extended reporting period, provided that the cyber event first occurred during the period of the policy. If you would like to purchase the optional extended reporting period you must notify us and pay us the optional extended reporting period premium stated in the Declarations page within 30 days of cancellation or non -renewal. The right to the optional extended reporting period will not be available to you where cancellation or non -renewal by us is due to non-payment of the premium or your failure to pay any amounts in excess of the applicable limit of liability or within the amount of the applicable deductible as is required by this Policy in the payment of claims. At the renewal of this Policy, our quotation of different premium, deductible, limits of liability or changes in policy language will not constitute non -renewal by us. 13. Fraudulent claims If it is determined by final adjudication, arbitral tribunal or written admission byyou, that you notified us of any claim knowing it to be false or fraudulent in any way, we will have no responsibility to pay that claim, we may recover from you any sums paid in respect of that claim and we reserve the right to terminate this Policy from the date of the fraudulent act. If we exercise this right, we will not be liable to return any premium to you. However, this will not affect any non -fraudulent claim under this Policy which has been previously notified to us. 14. Maintenance of employee automobile liability insurance It is a condition precedent to indemnity under INSURING CLAUSE 3 (SECTIONS G and H only) that all employees who operate an automobile in the course of your business activities will CFC Underwriting Limited is Authorized and Regulated bythe Financial Conduct Authority Recruitment, Employment& ':1999-2023 CFF Undenvv,Iting Ltd, All Rights Reserved Staffing J2_2 gcfc 38 maintain in full force and effect for the period of the policy primary automobile liability insurance in an amount equal to, or greater than, the minimum primary automobile liability limits required in the state of registration of the automobile. If you make a claim under INSURING CLAUSE 3 (SECTIONS G and H only) and the employee has failed to meet these requirements then this Policy will only respond to provide excess coverage as though the requirements had been met, wherebyyou agree to pay all sums within and up to the required minimum limit. 15. Mergers and acquisitions Ifyou acquire an entity during the period of the policywhose annual revenue does not exceed 20% of the company's annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a subsidiary. If you acquire an entity during the period of the policy whose annual revenue exceeds 20% of the company's annual revenue, as stated in its most recent annual financial statements, cover is automatically extended under this Policy to include the entity as a subsidiaryfor 45 days. We will consider providing cover for the acquired entity after the period of 45 days if: a. you give usfull details of the entity within 45 days of its acquisition; and b. you accept any amendment to the terms and conditions of this Policy and agree to pay any additional premium required by us. In the event you do not comply with a. and b. above, cover will automatically terminate for the entity 45 days after the date of its creation or acquisition. Cover for any acquired entity is only provided under this Policy for any act, error or omission committed or alleged to have been committed on or after the date of its acquisition. No cover will be automatically provided under this Policy for any acquired entity: a. whose business activities are materially different from your business activities; b. that has been the subject of any lawsuit, disciplinary action or regulatory investigation in the 3 year period prior to its acquisition; or c. that has experienced a cyber event in the 3 years period prior to its acquisition, if you have purchased INSURING CLAUSE 2 and the cyber event cost more than the highest deductible of INSURING CLAUSE 2. If during the period of the policy you consolidate, merge with or are acquired by another entity then cover under this Policy will continue to apply but only in respect of any act, error or omission committed or alleged to have been committed prior to the effective date of the consolidation, merger or acquisition. CFC Underwriting Limited is Authorized and Regulated bythe Financial Conduct Authority Recruitment, Employment& .1995-2023 CFC Underwriting Ltd, All Pig hts Reserved Staffing v2.2 S' cfc 16. Our rights of recovery 39 If we make any payment under this Policy and you have any right of recovery against a third party in respect of this payment, then we will maintain this right of recovery. You will do whatever is reasonably necessary to secure this right and will not do anything after the event which gave rise to the claim to prejudice this right. We will not exercise any rights of recovery against any employee, unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by the employee. Any recoveries will be applied as follows: a. towards any recovery expenses incurred by us, b. then to us up to the amount of our payment under this Policy, including costs and expenses, c. then to you as recovery of your deductible. 17. Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 18. Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSURING CLAUSE 2 (SECTION C only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 19. Waiver of subrogation Notwithstanding CONDITION 16, we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. CFC Underwriting Limited is Authorized and Reguleted by the Financial Conduct Authority Recruitment, Employment& `41999-2023 CFC Underwriting Ltd,All Rights Reserved Staffing V22 cfc 20. Choice of law, jurisdiction and service of suit 40 In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America. Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America. It is further agreed that service of process in such suit may be made upon the representative stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The representative stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted. Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The representative stated in the Declarations page is hereby designated as the person to whom the above mentioned officer is authorized to mail such process or a copy thereof. CFC Underwriting Limped rsAuthoozed and Regulated bythe Financial Conduct Authority Recruitment, Employment& 51999-2023 CFC Underwriting Ltd, All Rights Reserved Staffingv2-2