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HomeMy WebLinkAboutMUNISERVICES, LLCo z,URANCE ON FILE ,,vORK MAY PROCELD UNTIL INSU AN EXPIRES I1` li CLERK OF COUNCiL DA T E A-2022-128 Third Amendment to Consultant Services Agreement with MuniServices, LLC THIS THIRD AMENDMENT TO CONSULTANT SERVICES AGREEMENT ("Agreement") is 14 made and entered into on this 21st day of June, 2022, by and between MuniServices, LLC, a Delaware limited liability company (hereinafter "Consultant"), and the City of Santa Ana, a charter City and municipal corporation organized and existing under the Constitution and laws of the State N of California (hereinafter "City'), collectively "the Parties". CV O RECITALS c� A. On October 4, 2016, the City and Consultant, pursuant to a Request for Proposals process, z entered into that certain agreement entitled "Consultant Services Agreement" (Agreement #A- 2016-290) (hereinafter referred to as "said Agreement") for Sales and Use Tax Recovery, Reporting, Analysis, and Legislative/State Agency Liaison and Implementation Monitoring Services. B. On June 19, 2018, the City and Consultant agreed to a First Amendment to said Agreement (#A-2018-161) to add provisions relating to Change Orders, and to identify additional consulting services to include, but not be limited to: potential transaction and use taxes, potential business license taxes and/or potential medical marijuana and/or cannabis taxes or operating agreementfees (as applicable), and to set forth the renewal Term of said Agreement for a period of two and one-half (2 '/2) years, effective July 1, 2018 through December 31, 2020. C. On January 15, 2019, the City and Consultant agreed to a Second Amendment to said Agreement (#A-2019-017) to increase the Scope of Services and Compensation to expressly include Transactions and Use Tax Recovery, Reporting, and Analysis and to amend the Term of said Agreement for a period of one and one-half (1 '/2) years, effective January 1, 2021 through June 30, 2022. D. The Parties hereto now desire to extend the Term of said Agreement for an additional period of two (2) years, effective July 1, 2022 through June 30, 2024. E. The Parties hereto now also desire to amend said Agreement to conform Compensation to an annual amount not to exceed $10,000 covering the web -based reporting systems Sales Tax Analysis Reporting Systems ("STARS") and Geographic Revenue Information Application Systems ("GRIA"); plus an annual Cost Price Index ("CPI") adjustment not less than two percent (2%) or greater than four percent (4%); plus a 13% of recovered sales tax of revenues over the life of said Agreement, with a contingency of up to $60,000 to cover other consulting services. NOW THEREFORE, in consideration of the mutual and respective covenants and promises hereinafter contained and made, and subject to all of the terms and conditions of said Agreement as hereby amended, the Parties hereto do hereby agree as follows: 1. Section 1. — Scope of Services to read as follows: a. Consultant, or Consultant's subcontractor(s), will provide City with the consulting services described in EXHIBITS A and C, which are attached hereto and incorporated by reference. Consultant, or Consultant's subcontractor(s), shall provide said services at the time, place, and in the manner specified in EXHIBITS A and C. b. Consultant, or Consultant's subcontractor(s), shall furnish at its own expense all labor, materials, equipment and other items necessary to carry out the terms of this Agreement. 2. Section 2. — Compensation is amended to read as follows: a. Upon the Effective Date of this Third Amendment, City will pay Consultant as outlined in EXHIBITS B and D, incorporated and included herein. The fees will not exceed $10,000 for the STARS and GRIA reporting systems, plus an annual CPI adjustment of not less than two percent (2%) or greater than four percent (4%). b. Fees paid for recovered sales tax and/or other associated recovered revenues shall not exceed thirteen percent (13%) of the amount recovered. Such fees are not chargeable against contingency monies but are revenues directly payable from recovered sales tax. Payments made to Consultant for recovered revenues will be recognized when the fees related to Consultant auditing and reporting activities are incurred. c. In addition, a contingency amount of $60,000 shall be available for the Term of said Agreement to cover payment of additional consultant services the City may request via the Change Order process, as set forth under Section 1. — Scope of Services of said Agreement. d. Payment by,CITY shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures and proof of insurance as set forth in Section 3-9. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by CITY. 3. Section 3. - General Provisions., subsection 3-1., Term of the Agreement is amended to read as follows: 3-1. - Term of the Agreement: The renewal term for the provision of consultant services under said Agreement shall be for a period of two (2) years, effective July 1, 2022 through June 30, 2024, , if neither party has terminated said Agreement in accordance with section 3-2. 4. The effective date for the application of amendments to said Agreement relating to "Scope of Services', "Compensation', and "Term" shall be July 1, 2022 ("Effective Date"). 5. Where applicable, in accordance with state law, relevant references to the California State Board of Equalization ("BOE") within said Agreement, including all exhibits attached hereto and incorporated by reference, shall now refer to the California Department of Tax and Fee Administration ("CDTFA"). 6. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full effect. {Signatures on following page} A-2022-128 IN WITNESS WHEREOF, the Parties hereto have executed this Third Amendment to Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA LA6 -S� k,/ 14---- Lf— Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM: CITY ATTORNEY Son". Garvalho Rya O.l odge Assistant City Attorney RECOMMENDED FOR APPROVAL: lChr. remrv� ow,�. u.� e, aoz>as.z:eon Kathryn Downs, Executive Director Finance and Management Services Agency CONSULTANT T `^'"'^' KI Carl Kumpf Chief Financial Officer EXHIBIT A SCOPE OF WORK Sales & Use Tax and Transactions & Use Tax - Audit Services (SUTA) Services In performing the sales, transactions and use tax audit program MuniServices shall: 1. Identify and correct the sales & use tax and transactions and use tax reporting errors of businesses that, based on the, nexus of their activities, are not properly registered with the City. 2. Identify and correct the reporting of businesses that are improperly reporting taxes to state and county pools (i.e. classifying sales tax and/or transactions tax as use tax) and thereby depriving the City of sales tax and/or transactions tax revenue. 1 Detect, document and correct sales & use tax and transactions & use tax reporting errors/omissions and thereby generate new, previously unrealized revenue for the City. 4. Ensure through comprehensive audit measures that the revenue information used for ongoing economic analysis includes all sales & use tax and transactions & use tax generators. 5. Assist the City with strategies to preserve and even enhance sales & use tax and transactions & use tax revenue generated by existing businesses within the City. MuniServices' proposed sales & use tax and transactions & use tax allocation audit services for the City includes five distinct types of audits: • Taxable Nexus Field audits • Permitization audits • Deficiency assessment audits • Accounts payable audits • Quarterly Distribution Report audits Taxable Nexus Field Audits MuniServices' initial and periodic taxable nexus field audits include a physical canvassing and evaluation of sales & use tax and transactions & use tax generating businesses located in the City. In the absence of this undertaking, significant misallocations will remain undetected. MuniServices' field audits focus on those businesses located in the City from which the City has not been receiving sales & use tax and transactions & use tax revenue. Permitization Audits Wholesalers, contractors, processors, manufacturers and other non -retail businesses will frequently not have a sales tax permit properly registered to the City in which they are located because their business operations do not include a point -of -sale qualifying activity. However, these companies will often generate local sales & use tax and transactions & use tax from the California Department of Tax and Fee Administration (CDTFA) audit deficiency assessments, occasional sales (i.e., mergers and acquisitions), and self -accrual of use tax on purchases. MuniServices' field audits facilitate the identification and correction of improperly registered permits for companies having point -of- sale operations in the City. Deficiency Assessment Audits When the California CDTFA audits taxpayers for sales & use tax and transactions & use tax compliance, it is not uncommon for the taxpayer to receive a substantial deficiency assessment due to underpayments and/or under - collections. In many cases, the local allocation portion of the deficiency assessment is distributed in error to the State pool, county pools, or other jurisdictions. Accordingly, MuniServices has developed proprietary criteria and techniques to detect and correct CDTFA deficiency assessment misallocations and thus expand the benefits produced by MuniServices' allocation audit service. Accounts Payable Audits When California taxpayers purchase tangible personal property for which title passes out-of-state, the transactions are subject to use tax (rather than sales tax or transaction tax) which is collected by the vendor who in turn remits it to the CDTFA, with the local allocation typically distributed statewide or countywide through the pools. Under certain conditions, the seller may allocate.the local tax by situs or the City may elect to self -accrue the use tax and remit it directly to the CDTFA, in which case the local portion will come back to the City in the same manner as sales tax. MuniServices' accounts payable audit will include a review of the City's purchases to identify opportunities for the City to capture the local allocation on purchases subject to use tax and the local district tax where applicable. In this regard, MuniServices will prepare the documentation to facilitate the election, including assistance in preparing and filing the tax returns. Quarterly Distribution Report Audits Every three months, the City and MuniServices receive a Quarterly Distribution Report (QDR) from the CDTFA with the local allocation amount reflected by permit number. MuniServices' QDR audits detect and correct taxpayer -reporting errors and thereby generate new, previously unrealized sales &use tax and transactions& use tax revenue for the City. MuniServices'QDR audits focus on those accounts where MuniServices observes a substantial decline in the sales & use and transactions & use tax revenue allocation for a particular business entity in a given quarter. In most cases, accounts showing zero balances have either relocated or simply reported late, in which case the payments will not be reflected until the next quarter's QDR. Therefore, six months must lapse before the QDRs indicate whether a zero balance account can be attributed to a late payment or a misallocation. Cities and counties may only recover misallocated Bradley -Burns sales tax or transactions tax revenue for three quarters prior to the CDTFA being notified of the reporting error and misallocated District tax revenues for between three quarters and three years. Therefore, QDR audits must be conducted in a timely manner in order to preserve the opportunity for the City to recover misallocated revenue. MuniServices shall conduct the QDR audit each and every quarter to minimize the potential of lost revenue to the City. Confidentiality Provisions MuniServices is authorized by this Agreement to examine sales & use tax and transactions and use tax records of the CDTFA provided to City pursuant to contract under the Bradley -Burns Uniform Sales and Use Tax Law and California Revenue & Taxation Code applicable to transactions and use taxes. With reference to the City's adoption of a transactions and use tax the Parties intend for the work under this Agreement to include that tax (or taxes). MuniServices is required to disclose information contained in, or derived from, those sales & use and transactions & use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. MuniServices is prohibited from performing consulting services for a retailer during the term of this Agreement. MuniServices is prohibited from retaining the information contained in, or derived from, those sales & use and transaction and use tax records, after this Agreement has expired. This Agreement, and MuniServices' and City's obligations with respect to confidentiality of taxpayer data pursuant to the Bradley Burns Revenue and Taxation Code, shall continue until final payment for all services rendered hereunder. Deliverables SUTA Detection and Documentation MuniServices shall represent the City for purposes of examining CDTFA records pertaining to sales & use tax and transaction & use tax to identify errors and omissions. MuniServices'procedures for detecting and documenting misallocations areas follows: 1. Review applicable provisions of the City's municipal code and ordinance adopted by the City to determine applicability. 2. Procure a computer tape of sales & use and transactions & usetax permit records from the CDTFA. 3. Analyze sales tax and transactions tax distribution reports provided by the CDTFA for five or more of the most recent consecutive quarters. 4. Clean-up, standardize and computerize data from City's quarterly sales tax/transactions tax distribution reports provided by CDTFA for previous quarters (as applicable), current quarter (as applicable) and each future quarter service is provided. 5. Prepare an aggregated list of business entities on electronic media; this list is derived from multiple private and public sources (hard copy and electronic), including specialized business listings and directories, the City's sales & use tax and transactions & use payment files, and an electronic copy of the City's Business License Tax registry, updated no less than twice per year. 6. Clean, standardize and integrate, in address -order, each entity's business name, address and payment file information, to eliminate redundancies, using MuniServices' proprietary software. 7. Physically canvas commercial/industrial area within the City's borders. 8. Develop a target list of potential point of sale/use reporting errors/omissions based on: a. An electronic comparison of MuniServices' comprehensive inventory against the CDTFA's quarterly distributions for the City, and b. An analysis of each potentially misallocated account based on proprietary guidelines established by MuniServices. 9. Meet with designated City official(s) to review service objectives and scope, MuniServices workplan schedule, public relations and logistical matters. 10. Contact personnel in sales, operations and/or tax accounting at each target business to determine whether a point-of-sale/use reporting error exists. (Note: this is accomplished with the highest regard to discretion and professional conduct. MuniServices' allocation audits are predicated on a non -controversial, constructive public relations approach which emphasizes the importance of each business to the City and the mutual benefits of correcting reporting errors.) 11. Provide to the City and CDTFA reports addressing each taxpayer reporting error individually, including the business name, address, telephone number, California sales tax permit number, individuals contacted, dates) of contact, nature of business, reason(s) for error, recommended corrective procedure and, if available, estimated sales & use tax and transactions and use tax revenue which should be forthcoming to the City. 12. MuniServices may also provide suggested language for letters to be sent to the taxpayers and/or CDTFA from the City (or from MuniServices on behalf of the City) urging cooperation in promptly correcting the distribution error. 13. Respond to negative findings by CDTFA with timely reconfirmation documentation in order to preserve the City's original dates of knowledge. 14. Receive and process registration control record information monthly. 15. Receive and process sales tax distribution reports quarterly. 16. Coordinate with the taxpayer and CDTFA to make the necessary corrections and collect eligible back quarter's amounts. 17. Monitor and analyze the quarterly distribution reports with an audit focus on the following: a. Accounts with previously reported point-of-sale/use distribution errors to ensure that the corrections are made for current quarters and all eligible back quarters. b. Major accounts comprising 90% or more of the City's total sales tax and transactions tax revenueto identify any irregularities or unusual deviations from the normal pattern (e.g. negative fund transfers, significant decreases, unusual increases, etc.) and ensure that the City is not receiving less revenue than it is entitled to. c. Those accounts receiving deficiency assessments to ensure that the City receives its local allocation 18. Identify opportunities for the City to recover local allocation on purchase transactions subject to use tax. Prepare the necessary documentation to facilitate recovery, including assistance in preparing and filing the returns. Sl1TA Detection Timina Considerations For each misallocated account detected, MuniServices will coordinate with the business and CDTFA to make the necessary corrections plus retroactive adjustments for eligible amounts of sales & use tax and transactions & use tax improperly distributed in prior quarters. MuniServices coordinates and communicates between typically four parties; sales/operations personnel at the taxpayer's local operation, tax personnel at the company's corporate headquarters, and CDTFA personnel and the in-state/out-of-state district offices. Correction of the account is considered to have been made once the payments on identified taxpayer accounts are being properly allocated by the taxpayer to the City in the period in which the payment was made. As needed, MuniServices will represent the City before state officials, boards, commissions and committees for the purpose of correcting sales tax distribution errors that have deprived the City of revenue to which it is entitled. EXHIBIT B COMPENSATION Sales & Use and Transactions and Use Tax -Audit Services (SUTA) Services What the City will pay MuniServices During the term of this Agreement MuniServices' compensation for the Sales & Use Tax and Transactions & Use Tax Audit Service shall be a 13% fee. This fee applies to revenue received for six quarters beginning with the quarter in which the Date of Correction falls and all eligible prior quarters back to and including the three quarters prior to the Date of Knowledge quarter for Bradley -Burns sales tax revenues and all eligible prior quarters back to and including all corrected quarters prior to the Date of Knowledge quarter for district tax revenues. As used herein, the Date of Knowledge is the quarter during which MuniServices notifies the CDTFA of the existence of a misallocation. As used herein, the Date of Correction refers to the quarter in which the taxpayer has correctly reported the local tax and the CDTFA distributes the local tax properly to City based on the taxpayer's reporting. For QDR Misallocations detected and corrected, MuniServices' compensation shall only include the quarters for which the misallocation actually occurred. For clarification and to encourage communication and collaboration between MuniServices and the City, MuniServices shall be entitled to full payment of all compensation as provided herein even if any one or more of City, its personnel, agents, or representatives, or any third party or parties provide(s) information to MuniServices that assists or is used by MuniServices in the identification, detection, and correction of point -of- sale distribution errors or the reporting and/or misallocation of revenue. In the event that the City identifies, documents, and notifies the CDTFA of a point -of -sale distribution error, reporting error or misallocation as those terms are used herein, the City will notify MuniServices of the City's discovery no later than ten days after the Date of Knowledge as defined in Title 18 of the California Code of Regulations, Regulation 1807 ("Date of Knowledge"). The City also agrees to notify MuniServices promptly if it is working on a local tax misallocation issue independently of MuniServices and to maintain and promptly make available to MuniServices on request contemporaneous documentation of such work and its timing so we do not duplicate work. Invoicing/Billing MuniServices will invoice City quarterly based on past and/or prospective compliance secured on behalf of City. Invoices are due and payable within forty-five (45) days upon receipt. All expenses incurred by MuniServices in providing the Sales Tax service are the sole and exclusive responsibility of MuniServices, except those expenses that receive prior written approval by City. Additional Consulting Services City may request via the Change Order process that MuniServices, and/or MuniServices' subcontractor(s), provide additional optional consulting services within the scope of the Agreement any time during the term of the Agreement. If MuniServices and City agree on the scope of the additional consulting services requested, then MuniServices, or MuniServices' subcontractor(s), shall provide the additional consulting services on a Time and Materials basis. Standard Hourly Rates: Depending on the personnel assigned to perform the work, MuniServices' standard hourly rates range from $75 per hour to $200 per hour. The following are sample hourly rates based on the job classification • Principal: $200 per hour • Client Services: $175 per hour • Information Technology (IT) support: $150 per hour Operational Support: o Director or Manager: $175 per hour o Senior Analyst: $125 per hour o Analyst: $100 per hour o Administrative: $75 per hour These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. All reimbursable expenses shall receive prior approval from the City and shall be reimbursed at cost to MuniServices. Completion of Services Notwithstanding any other provision of this Agreement, because Consultant's services performed hereunder result in corrections of misallocations and other revenue after cessation of services by Consultant for City, City agrees that with regards to misallocations identified to the CDTFA whose Date of Knowledge occurred during Consultant's performance of services for City or for other revenue resulting from Consultant's actions taken during the term of this Agreement, that City's obligation to pay Consultant in accordance with the compensation language of this Agreement shall survive expiration or termination of this Agreement for any reason. Additionally, notwithstanding any other provision of this Agreement, if this Agreement is terminated or expires, Consultant shall continue to pursue corrections of accounts identified during the term of this Agreement that have not been corrected by the CDTFA as of the effective date of termination or expiration. The period after termination during which Consultant is pursuing correction of accounts identified before termination is referred to as the "completion period." City shall compensate Consultant in accordance with the compensation language of this Agreement for corrected misallocations that result from Consultant's efforts during the completion period. City will also take all necessary steps to allow Consultant to continue to receive the required information from the CDTFA during this completion period. EXHIBIT C SCOPE OF WORK SALES & USE TAX AND TRANSACTIONS & USE TAX -ANALYSIS & REPORTING SERVICE (STARS) 1. Stars Reports. Within thirty (30) days of receipt of monthly and/or quarterly sales tax/transactions tax data from the applicable governmental authorities, Consultant shall provide City with electronic access to updated STARS Reports. 1.1 General Reporting Contents. The STARS Reports are dependent on availability of data received from applicable governmental authorities. The online STARS Reports allow City's staff to interact with sales tax/transaction tax data from the permit level to citywide level; on a cash or economic basis; by quarter or year; and by classification grouping include economic category and segment. The STARS Reports provide City with access to sales & use tax and transactions & use data online and via mobile devices. In addition, reports can be exported to Microsoft Excel or Adobe PDF formats. The reports available may include: A Cash Dashboard. An Economic Dashboard. An Economic Change Report. • A business look -up report. ATaxpayer Ranking Report. Geo-Areas. 1.2 Sales Tax/Transactions Tax Forecast. Consultant also provides a Sales Tax Forecast that identifies historical sales tax and projected sales tax for pessimistic, most likely and optimistic scenarios including Transactions and Use Taxes (as applicable). 1.3 GRIA Application. Consultant will include the Geographic Revenue Information Application (GRIA), as part of the STARS and forecasting service and at the same cost. The GRIA will provide and separately present combined geographically based (GEO/GIS) revenue information to include: Sales and Use Tax Transaction and Use Tax (as applicable) Secured and Unsecured Property Tax Hotel Visitors' Tax Documentary Stamp Tax (Property Transfer Tax) Business LicenseTax (including Business Improvement District Assessments/Charges) Medical Marijuana Tax Adult -Use Cannabis Retail Operating Agreement Fees; and • Commercial Cannabis Operating Agreement Fees (to include, but not limited to: Cultivation, Manufacture, Distribution, and Testing) GRIA data became fully available to the City on January 1, 2020 and is subject to MuniServices receiving certain City data matching: a. City Hotel Visitors' Tax data to City Business License Tax accounts; and b. City Business License Tax account data to California Department of Tax and Fee Administration Sales and Use Tax Permits. c. City Adult -Use Cannabis Retail Business Operating Agreement account data. d. City Commercial Cannabis Operating Agreement account data (to include, but not limited to: Cultivation, Manufacture, Distribution, andTesting). To be included in the GRIA, City data must be received in a mutually agreeable format at least thirty (30) calendar days prior. MuniServices and City shall update (GEO/GIS) revenue information data on a quarterly basis (or more often as may be mutually agreeable). 1.4 Accuracy. The STARS Reports rely on information provided by applicable governmental authorities and third -parties. Consultant will endeavor to verify, remove redundancies, or otherwise clean or standardize the information provided by governmental authorities or any third parties. 1.5 Timing. Consultant's obligation to provide the STARS Reports is conditioned on City's delivery of required, signed documentation to Consultant to access the proper data from the applicable governmental authorities. 1.6 Paper reports. Some of the reports may be delivered in paper -based or excel formats while our online report platform continues to be expanded. For example, Geo Area reports are currently still being provided in paper format. As we expand the online portal, additional reports will become available on your home page. Assistance 1. Confidentiality. The information provided to the City in the STARS Reports is confidential. It is not open to public inspection. A City may use the information only for lawfully permitted purposes. City shall not distribute the STARS Reports to any person unless that person is legally entitled to access the information in the STARS Reports, or except as may otherwise be required by law or court order. Consultant is authorized by this Agreement to examine sales & use tax and transactions & use tax records of the California Department of Tax and Fee Administration (CDTFA). Consultant is required to disclose information contained in, or derived from, those sales & use tax and transactions & use tax records only to an officer or employee of the City who is authorized by resolution to examine the information. Consultant is prohibited from performing consulting services for a retailer during the term of this Agreement. Consultant is prohibited from retaining the information contained in, or derived from, those transaction, sales, and use tax records, after this Agreement has expired. 2. Data. In order for Consultant to provide the STARS Reports, the City will need to deliver to Consultant the signed documents/authorizations required to access the proper data from the applicable governmental authorities as may be required by law. 3. Additional Terms. a. License. Consultant grants to City a license for each of City's designated users to access the New STARS reports service for so long as this Agreement is in effect. Each of City's designated users must be submitted in writing to Consultant. Consultant will provide the user with the necessary log -in information. Any passwords issued for this service may only be used by the person to whom the password is issued; sharing of passwords is STRICTLY PROHIBITED. City has the obligation to protect those passwords. b. Limitations of Liability. Consultant is not responsible for any breach of data resulting from City's failure to protect passwords or systems used to access the Service. Consultant does not warrant that the service is error free. CONSULTANT DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FORAPARTICULARPURPOSEANDNON- INFRINGEMENTOFTHIRDPARTYRIGHTS. Some jurisdictions do not allow the exclusion of implied warranties or limitations of how long an implied warranty may last, or the exclusion of limitation of incidental damages, so the above limitations or exclusions may not apply to City. In no event shall Consultant or its licensors, suppliers, or licensees be liable to City for any consequential, special, incidental, or indirect damages of any kind arising out of the performance or use of the service, even if Consultant has been advised of the possibility of such damages. c. Non -disclosure. City's use of the New STARS services is conditioned on City's agreement not to make the service or any of output of the system available to Consultant's competitors. Nothing in this provision prohibits the City from exporting data and formatting it for its own use or from making documents marked as 'public' known to the public. EXHIBIT D COMPENSATION Sales & Use Tax and Transactions & Use -Analysis & Reporting Service (STARS) Base Package Annual fee. During the term of this Agreement City shall pay Consultant an annual fee of $10,000 ("annual fee") payable in four equal quarterly payments as shown below, proratable on a quarterly basis for any contractual period less than twelve months. This includes a mutually agreeable number of Geo Areas. Consultant will invoice the City on a quarterly basis. Invoices are due and payable within forty-five (45) days of receipt. If this Agreement is terminated ahead of its agreed to term for any reason, the City remains obligated to pay Consultant the quarterly payments of the annual fee for the quarters before the effective date of termination. 2. Adjustments. The Annual Fee shall be adjusted at the beginning of each calendar year by the percentage change in the Consumer Price Index - Los Angeles -Long Beach -Anaheim, CA (formerly Los Angeles- Riverside -Orange County) (CPI-U) as reported by the Bureau of Labor Statistics. The initial Consumer Price Index used for the first CPI adjustment will be the Consumer Price Index - Los Angeles -Long Beach- Anaheim, CA (formerly Los Angeles - Riverside -Orange County) (CPI-U) for the month in which the agreement is fully signed with the first adjustment to occur at the beginning of the Calendar year following the first full calendar year of service. For instance, if the agreement is signed in April, year 1, the adjustment would not occur until January of year 3. The adjustments thereafter will be based on the CPI-U from December of the prior calendar year. Each Annual Fee adjustment shall not be less than two percent (2%) or greater than four percent (4%). 3. Additional Paper Copies. Consultant shall provide City additional paper, bound copies of the STARS Reports upon City's request at the rate of $200 annually per additional copy, payable by City in quarterly installments of $50 per additional copy. 4. Additional Consulting. City may request via the Change Order process that MuniServices, and/or MuniServices' subcontractor(s), provide additional optional consulting services within the scope of the Agreement any time during the term of the Agreement. If MuniServices and City agree on the scope of the additional consulting services requested, then MuniServices, or MuniServices' subcontractor(s), shall provide the additional consulting services on a Time and Materials basis. Standard Hourly Rates: Depending on the personnel assigned to perform the work, Consultant's standard hourly rates range from $75 per hour to $200 per hour. The following are sample hourly rates based on the job classification: Principal: $200 per hour Client Services: $175 per hour • Information Technology (IT) support: $150 per hour Operational Support: o Director or Manager: $175 per hour o Senior Analyst: $125 per hour o Analyst: $100 per hour o Administrative: $75 per hour These additional consulting services will be invoiced at least monthly based on actual time and expenses incurred. Tori Pierson o.t., ,IIo3zz 13:11,27 O7•0of GOVEREV-01 KB R CERTIFICATE OF LIABILITY INSURANCE DATE(MMIODYYVY) 3/14/2022 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 endorsements . PRODUCER Thompson Flanagan Executive Liability Group 626 W. Jackson Blvd. Sth Floor Chicago, IL 60661 - C%NMJACT Colleen Sokolowski N: PHONE FAX (A/C, No, EA), AIC, No Ab%�kss. csokolowski@thompsonflanagan.com INSURERS AFFORDING COVERAGE NAIC /f INSURERA: Hartford Underwriters Insurance Company INSURED Avenu Holdings, LLC 7625 Palm Ave., Suite 108 Fresno, CA 93711 INSURER B:Trumbull Insurance Company 27120 INSURER C: Hartford Casualty Insurance Company 29424 INSURER O: Landmark American Insurance Company 33138 INSURER E: Axis Insurance Company 37273 INSURER F : COVERAGES CFRTIFICATF NHMRFR• ocLnclnu mil"oco. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOWHAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FORTHE POLICYPERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOROTHER DOCUMENTWITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXPLTR LIMITS A X COMMERCIALGENERAL LIABILITY CLAIMS -MADE occuR X - 83 UUN AA6800 - - 112412022 1/24/2023 EACH OCCURRENCE $ 1,000,000 PREMISEDAMAGES ERENTED ce $ 300,000 MED EXP (Any one percour, $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'LAGGREGATE X LIMIT APPLIES PER: POLICY zaa LUC OTHER: GENERAL AGGREGATE 2,000,000 PRODUCTS -COMPA)PAGG 2,000,000 B AUTOMOBILE X LIABILITY ANYAUTO OWNED 5CHEOULED AUTOS ONLY AUTO,pSW AUTOS ONLY AUITNOS ONLY 83 LIEN AE7365 - - 1/2412022 1124/2023 COMBINEDSINGLE LIMIT Ea acrid n 1000000 BODILY INJURY Per arson BODILY INJURY (Per accident PeOre IJYl AGE $ C X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE 83 RHU AA6623 112412022 112412023 EACH OCCURRENCE $ 10,000,000 AGGREGATE 10,000,000 DED X RETENTION$ 10,000 C WORKERAND S COMP NATIOIN YIN AADNY PROPRIETOR/PARTNER/EXECUTIVE (Madate,.ICEWMi BER EXCLUDED' D yes, describe under DESCRIPTIONRIPTION OF OPERATIONS below NIA 83 WE AE7C2X 1/2412022 112412023 X STATUTE EORH E.L EACH ACCIDENT 1,ggp,pgg EL. DISEASE - EA EMPLOYEE 1,000,000 1 E.L. DISEASE - POLICY LIMIT 1,000,000 D E Prime Tech E&O/Cyber Crime LCY794123 P-001-000245516-03 1124/2022 3115/2022 112412023 3/1512023 Per Claim/Agg Limit 2,500,000 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of Santa Ana, its agents, officers, servants and employees are named as additional insureds under the General Liability policy with respect to the operations and work performed by the named insured as required by contract. City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4th Floor SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROV""-" . Wak Man&enmt Diuv:en AUT//HORIZ,,EDREPRESENTATIVE re GREV4wED6 AFPxo+m Bc 8j 70s[ �ILLOII RexrA.,uDemmrnmuia,lr ACUKU 25 (2U1D/UJ) ©19BB-2015 ACORD C( v The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GOVEREV-01 KBUCHER A�O LOC #: 1 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Thompson Flanagan Executive Liability Group NAMEDINSURED Avenu Holdings, LLC 7625 Palm Ave., Suite 108 Fresno, CA 93711 POLICY NUMBER EEPAGEI CARRIER EE PAGE 1 NAIC CODE SEEP 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Named Insureds: 1. Government Revenue Solutions Holdings 1, LLC 2. Avenu Holdings, LLC 3. Avenu Insights & Analytics LLC 4. MuniServices, LLC d/b/a Avenu MuniServices, LLC 5. eGov Solutions, LLC 6. Ram Ware, LLC 7. Avenu Insights, LLC 8. Avenu Canada 9. Avenu AcquireCo ULC 10. Avenu Pension Administration Solutions ULC 11. Avenu SLS Holdings, LLC 12. Avenu Local Government Solutions, LLC 13. Avenu SLGS Holdings, LLC 14. Avenu Unclaimed Property Systems, LLC 15. Avenu Enterprise Solutuions, LLC 16. Avenu Government Systems, LLC 17. Avenu Government Record Services, LLC 18. Avenu Title Records, LLC 19. The Windward Group LLC 20. CSLS Holdings, LLC Rho MvYRenm(Diwian Af+nerm6Acrawm 8- ?OTC �iCWOrz wwnu ru I tzuuorvll V ZUUD AI:UKU GUK I --- aaxxw„��„e,rumUlanr The ACORD name and logo are registered marks of ACORD V14 have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or forth the organization or the and of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Page 10 of 18 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does ^^+ —16 +^ o�r,ir+" r— damages that the absence of the cc Sr. •. I�v�vfn6 Mraannr: a 7ou Ah,-" Ruk Mar,agrnn„ ❑mral Fide fill vu u 1 uu ul (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, :tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (if) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. HIS 00 01 06 05 c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "produ hazard". Ftr-m &.JM`P &c. ',Ii�Ii %u rlLSJON l renxma,de�,re,,,a"uaar rage I I UI IU f. Any Other Party Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds under this provision is described in Section III — Limits Oflnsurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or Page 12 of 18 c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury' sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury' and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in agreement that another �]!� RFn[v�bAFPRwmBr. C all � 1 /6Te P&wdH BCLMan [OmulAide a9erta n�vv u I uo vo that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Otherinsurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work'; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section 1 — Coverage A— Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance•, or Page 14 of 18 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of tt comes first. wrM ono w,R f�vlewID6ArRRwmBr T RukM mgena [ O= de .S nu uu u 1 uu ua SCHEDULE OF UNDERLYING INSURANCE POLICIES POLICY NUMBER: 83 RHU AA6623 This schedule forms a part of the policy designated herein. Named Insured and Mailing Address: AVEND HOLDINGS LLC SEE IH1204 5860 TRINITY PKWY STE 120 CENTREVILLE VA 20120 Insurer, Policy Number and Period Type of Coverage (A) TWIN CITY FIRE INSURANCE COMPANY 83 WE AE7C2X 01/24/22 TO 01/24/23 Employers' Liability (B) TRUMBULL INSURANCE COMPANY 83 UEN AE7365 01/24/22 TO 01/24/23 Commercial Auto Liability written to include all owned, non -owned and hired autos, except as listed below: (C) HARTFORD UNDERWRITERS INSURANCE COMPANY 83 UUN AA6800 01/24/22 TO 01/24/23 Commercial General Liability written to include all coverages of CG0001 or HG0001, except as listed below: Form XL 00 05 05 02 Applicable Limits Bodily Injury Limit $1,000,000 $1,000,000 $1, 000,000 Single Liability Limit $1,000,000 Split Liability Limits $1,000,000 $1,000,000 $2,000,000 $2,000,000 Each accident (by accident*) Policy limit (by disease*) Each employee (by disease*) Each accident Bodily injury each person Bodily injury each accident Property damage each accident Each occurrence limit Personal and advertising injury limit General aggregate limit (other than products - completed operations) Products -completed operations aggregate limit Rh4Mv.geknl Di�via 0.EviEwm6 APPROvm BY: 7ou ;arcuox rs�xnfa,w�enmcomraiaae PAGE 1 (CONTINUED ON NEXT PAGE) SCHEDULE OF UNDERLYING INSURANCE POLICIES (Continued) POLICYNUMBER: 83 RHU AA6623 Insurer, Policy Number and Period Type of Coverage (D) Other (Specify) HARTFORD UNDERWRITERS INSURANCE COMPANY 83 UUN AA6800 01/24/22 TO 01/24/23 EMPLOYEE BENEFITS LIABILITY Applicable Limits $1,000,000 EACH CLAIM LIMIT $2,000,000 AGGREGATE LIMIT Note Maintenance of Underlying Insurance Condition * Except that in any jurisdiction where the amount of Employers' Liability Coverage afforded b� law unlimited, the limit stated does not apply and the policy of which this schedule farms a F aeRekm gw Dmdr with respect to Employers' Liability in such jurisdiction. va 7eu i7icza.r a�i,m., a��iadr Form XL 00 05 05 02 PAGE 2