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2025-113-E-County Mgr-MGT Impact Solutions-Fee Study Review
Revised 01/24 1 [Departmental Use Only] TITLE Fee Study FY 2024-25 NORTH CAROLINA SERVICES AGREEMENT RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 24th day of March, 2025, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and MGT Impact Solutions, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Services Agreement (“Agreement”) is for services to be rendered by Provider to County with respect to (insert type of project): Fee Study ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Revised 01/24 3 i) The Provider shall perform as Basic Services the work and services described herein and as specified in the County’s Request for Proposals or Request for Qualifications (the “RFP”) “RFP Number 367-OC 5439 for “Compreshensive User Fee Study” issued October 25, 2024, and the Provider’s proposal, which are fully incorporated and integrated herein by reference together with Attachments A (designate all attachments). In the event a term or condition in any referenced document or attachment conflicts with a term or condition of this Agreement the term or condition in this Agreement shall control. Should such conflict arise the priority of documents shall be as follows: This Agreement, the County’s RFP together with attachments, Provider’s Proposal together with attachments. ii) The Basic Services will be performed by the Provider in accordance with the following schedule: (Insert milestones task list, dates and fees. If milestones are not established mark N/A under Milestone Task 1.) Milestone Task Milestone Date Milestone Fee 1. Project Management: Arrange Interview Schedules/Kick Off Meeting Month 1 2,296 2. User Fee Design: Discuss Project Design with County Staff Month 2 1,720 3. User Fee Design: Create Project Design Memo, Draft with County Staff, Confirm Design Month 2 2,513 4. User Fee Design: Populate Approved Model with Cost Data Month 3 9,181 5. User Fee Analtis: Develop Burdened Hourly Rate, Review Templates with Depts, Complete Data Templetes Month 4 23,639 6. Develop Draft of Cost Analysis, Review Drafts with County Months 5-7 11,360 7. Peer Price Comparison Indentify Peers and Comparison Points, Harvest Data Months 3-5 9,231 8. Peer Price Comparisons: Draft Comparison Report, Present to County, Present Second Draft and Narrative Summary Months 6-8 8,164 9. Presentation: Prepare Narrative Report on Purpose, Method and Findings, Revise and Deliver Presentation Months 7-8 10,743 10. iii) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. County may withhold the accompanying payment without penalty until such time as Provider cures the breach. In the alternative, upon Provider’s failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Revised 01/24 4 penalty or incurring further obligation to Provider. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. 4. Duration of Services a. Term. The term of this Agreement shall be from March 24th to December 24th 2025. b. Scheduling of Services i) The Provider shall schedule and perform its activities in a timely manner so as to meet the Milestone Dates listed in Section 3. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be March 24th. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services is Seventy Eight Thousand, Four Hundred and Eighty Seven Dollars ($78,487). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as Project milestones as set out in Section 3(a)(ii) are achieved up to the corresponding milestone fee. (For example, Provider may invoice for the amount listed as the milestone fee corresponding to the first milestone task upon County’s acknowledgement of the satisfactory completion of Task one. Upon the County’s acknowledgement that the second Task has been satisfactorily completed Provider may invoice for that corresponding milestone fee.) Milestone fees shall be the maximum amount payable for its corresponding milestone task which shall not be altered except by written amendment. Provider shall submit invoices within thirty (30) days of the completion of the work for which payment is requested. The County agrees that all undisputed payments are due thirty (30) days from the date of invoice. b. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Kirk Vaughn) to act as the County's representative with respect to the Project who shall have the authority to render Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Revised 01/24 5 decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of Professional Liability Insurance (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Revised 01/24 6 Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. Notwithstanding the foregoing, Provider, or its permitted successive assignees or transferees, may assign or transfer this Agreement or delegate any rights or obligations hereunder without consent: (i) to any entity controlled by, or under common control with, Provider, or its permitted successive assignees or transferees; or (ii) in connection with a merger, reorganization, transfer, sale of assets or change of control or ownership of Provider, or its permitted successive assignees or transferees. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Revised 01/24 7 b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of a suit or action. e. Entire Agreement. This Agreement, together with the RFP and its attachments and the Proposal and its attachments, represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Revised 01/24 8 h. Non-Appropriation and Government Action. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name & Address Attention: Kirk Vaughn MGT Impact Solutions P.O. Box 8181 4320 West Kennedy Blvd Hillsborough, NC 27278 Tampa, Florida 33609 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Travis Myren, County Manager By: __________________________________ Patrick Dyer, Vice President Printed Name and Title Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: MGT Impact Solutions Vendor Contact Person: Patrick Dyer Phone: 916(760-4121x1003 Address: 4320 West Kennedy Blvd City Tampa State: Florida Zip: 33609 Department: County Manager Amount: 78487 Purpose: Fee Study Review Budget Code(s): 10210020 630000 Vendor # 67336 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date End Date Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D 3/13/2025 3/18/2025 3/18/2025 3/18/2025 Revised 01/24 10 Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Submitted by: PATRICK DYER VICE PRESIDENT 3600 AMERICAN RIVER DRIVE SUITE 150 SACRAMENTO, CA 95864 888.302.0899 PDYER@MGT.US Proposal NOVEMBER 22, 2024 RFP #367-OC 5439 Comprehensive User Fee Studies Orange County Government, North Carolina Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 1 Cover Letter November 22, 2024 Jovana Amaro, Purchasing Agent Orange County Government 300 West Tryon Street P.O. Box 8181 Hillsborough, NC 27278 SUBJECT: RESPONSE TO RFP #367-OC 5439 COMPREHENSIVE USER FEE STUDIES Dear Mr. Amaro & Mr. Vaughn: MGT Impact Solutions, LLC (MGT) is pleased to present this proposal in response to RFP #367- OC 5439 to provide a Comprehensive User Fee Studies for Orange County Government (“County”). We understand the County is seeking proposals from qualified and experienced individuals and firms to review and evaluate user fees for services and allocate costs accordingly. A fundamental philosophy of MGT is that we work with, not for, our clients. The majority of our proposed project team has previously worked in the public sector, and we will keep the goals of the County at the forefront of any study. THE CHALLENGE: THE REAL COST OF USER FEES When a government charges a fee, one might assume that this is a purchase of service. The actual question is whether the price recovers the cost. It helps to think that cost is a fact and price is a policy choice. While you can set prices at various levels, you want to know the cost of an activity before deciding its price. Many states prohibit any intentional profit on fees, but we do not assume that everyone understands the real cost of user fees. There are many ways to analyze and compare fees, and choosing the right approach is crucial. With this being the County’s first comprehensive user fee study, MGT will work collaboratively with County leadership to determine the most effective framework for analysis. Our experience will ensure that the County’s time and resources are directed toward impactful solutions, avoiding unnecessary detours and inefficiencies. The cost of a fee service includes not only the direct labor, but also benefits, other appropriated expenses, indirect cost, and direct support from other offices. Our job in this project is to analyze the information to report how the cost compares to price. This requires not only templates designed to support this analysis, but also knowledge of the underlying services so the model will reflect how they are provided. Our staff’s job is to understand how you deliver services, to determine their costs, and to support your policy review. We will also help the County to understand regional best practices for charging various types of fees, as well as demand elasticities that should be considered. THE SOLUTION: USER FEE STUDY FROM MGT A user fee study from MGT will successfully identify the real cost of user fee service delivery for the County. This will enable the County to set accurate user fees with the transparency required to justify rates to constituents and other entities. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D COVER LETTER ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 2 MGT is uniquely qualified to satisfy all aspects of the required work as described in the County’s RFP. Our analysis and advice have been trusted by local agencies in North Carolina and nationally for 50 years. With deep experience and expertise, many of our consultants were present at the birth of the user fee study industry and have contributed significantly to its development. As a firm, MGT continues to set the standard for creativity and commitment to our clients’ goals – qualities that set us apart from all competitors. Our proposed Project Director, Mark Carpenter, brings a deep understanding of Orange County and North Carolina public sector operations. A graduate of the University of North Carolina MPA Program, Mark began his career with the City Manager’s Office in Charlotte and has since accumulated extensive experience partnering with North Carolina local governments, including directing user fee studies in Wilmington, Greensboro, Greenville, and Raleigh in the last eight years. His familiarity with the unique challenges and opportunities facing Orange County will ensure a thoughtful and effective approach to this study. To further enhance our work, MGT will engage our Disparity experts to provide critical insights on the equity impact of the County’s fees. This input will ensure our recommendations align with Orange County’s commitment to fairness and accessibility, balancing cost recovery with social equity to make the most positive impact possible on all the County’s residents. MGT CONTACT INFORMATION PROJECT LEADER Mark Carpenter, Director 4320 West Kennedy Boulevard, Suite 200 | Tampa, FL 33609 P: 804.741.6346 | Email: mcarpenter@mgt.us MGT HEADQUARTERS MGT Impact Solutions, LLC 4320 West Kennedy Boulevard | Tampa, Florida 33609 P: 888.302.0899 | www.mgt.us FEIN: 81-0890071 Thank you for the opportunity to submit this proposal. We have read the request for proposal (RFP) and accept the terms. If you have questions on any aspect of our proposal, please contact Mr. Mark Carpenter at 804.741.6346 or mcarpenter@mgt.us. I am authorized by our firm to commit MGT to the terms and conditions included in the attached proposal. Sincerely, Patrick J. Dyer, Vice President Authorized to Bind the Firm Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 3 Project Organization The success of a consulting engagement depends on the qualifications of the project team and the way in which the project is structured and managed. While the qualifications and experience of a firm are important, perhaps more important is the project team’s knowledge, experience, and specific track record with counties like the County. The proposed project team combines rich, deep knowledge and experience in preparing user fees in North Carolina. Proposed Project Staff The best results come from tightly integrated teams working jointly to adapt the project work plan to best meet the County’s needs and objectives. We value communication with our clients, whether it’s on-site or via teleconference. We exclusively offer a six-month check-up visit after the project concludes to assist with any outstanding implementation challenges or questions from your staff, etc. Our proposed team has over 50 years’ experience of user fee calculation and consulting experience – and a proven track record of successful implementation. No comparable group of consultants in the nation can perform the County’s requested services as well as MGT. Our team is more than cost accountants. Team members act as your partners engaged in a common effort with the County to calculate and distribute all levels of costs fairly and equitably. Our objective is to help you achieve your goals by successfully completing and delivering a comprehensive user fee study with minimum controversy, exposure, and disruption. Exhibit 1. Project Team Organizational Chart MGT PROJECT TEAM PROJECT EXECUTIVE Mr. Patrick Dyer PROJECT DIRECTOR Mr. Mark Carpenter DEPARTMENTAL USER FEE PROJECT MANAGERS Ms. Diana Hancock | Mr. Ruben Rivas | Ms. Parul Patel SUBJECT MATTER EXPERTS Mr . Bruce Cowans | Mr. Jerry Wolf | Ms. Vernetta Mitchell PROJECT CONSULTANTS Mr. Chris Brunette | Ms. Georgia Borison | Mr . Alan Parks PROJECT ANALYSTS, PEER COMPARISONS Mr . Trevor Zagara Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D PROJECT ORGANIZATION ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 4 Staff Roles and Responsibilities Orange County Government’s Project Officer TBD MGT suggests the County appoint a single point of contact to serve as the Project Officer. The Project Officer will have primary responsibility and final authority over all activities, and they will provide project guidance and direction to the MGT team. The Project Officer will approve the contract, work plan, and final report. All project correspondence, progress reports, and final reports will be delivered to the Project Officer. MGT Project Executive Patrick Dyer, Vice President The MGT Project Executive ensures the project is staffed as needed, has the resources needed, and can act on client considerations. The Project Executive is responsible for ensuring client success. Client satisfaction is our #1 goal. MGT Project Director Mark Carpenter, Director The MGT Project Director is the primary person responsible for ensuring the resources to conduct the study are available from start to finish and that the team fulfills all contractual requirements, produces a quality report, and meets all project deadlines. They are the main point of quality control, have final authority for the project and deliverables, and help resolve conflicts over any project issues. In addition, they will be responsible for the day-to-day management of all project activities to include refining procedures, assigning and monitoring all activities, and maintaining frequent contact with the County’s Project Officer throughout the lifecycle of the project. The MGT Project Director will lead key meetings and presentations. MGT Project Managers Diana Hancock, Manager Ruben Rivas, Manager Parul Patel, Senior Manager The Project Managers will conduct interviews and review best-practice fee structure alternatives with staff. They will lead department interviews and coordinate scheduling, data collection, follow-up phone calls, and emails. The Project Managers will also calculate the full costs of existing and new for-fee services and estimate fee-for-service revenues. This project team will prepare draft reports, and review draft and final reports with the County’s officials. The MGT Project Managers will also participate in key meetings and presentations. MGT Subject Matter Experts Bruce Cowans, Vice President Jerry Wolf, Director Vernetta Mitchell, Director The Subject Matter Experts (SMEs) will provide technical support and advice to the team, utilizing their respective areas of expertise. As currently envisioned, they will provide advice and technical assistance in shaping approach and methodology and deliverables produced by the team. They will ensure team members are regularly informed about relevant research and best practices related to the project. MGT Project Consultants Chris Brunette, Senior Consultant Georgia Borison, Project Consultant Alan Parks, Consultant The MGT Project Consultants will work in close contact with MGT’s Project Executives, Project Managers, and the County’s key employees as appropriate, to customize and execute each work task and fulfill the County’s stated expectations. Under the supervision of the Project Managers, they will review, document, evaluate, and generate recommendations in accordance with each component of the work plan. The Project Consultants will also assist with data acquisition and analysis for this project. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D PROJECT ORGANIZATION ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 5 MGT Project Analyst and Peer Comparison Lead Trevor Zagara, Analyst The MGT Project Analyst and Peer Comparison Lead will lead project efforts associated with documenting, analyzing, diagramming, and implementing the plan, program, implementation, and measurement aspects of the fee study. The Analyst’s ability to identify customer requirements and implement solutions will be a primary objective of their role. Additionally, as Peer Comparison Lead, they will research activities and gather data that is relevant and comparable to the County. They will focus on the peer information so that it can be done concurrently as the user fee analysis takes place, giving the County a larger team and tighter timelines than simply waiting until the end to do these important tasks. Resumes Resumes for our proposed project team members are on the following pages. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 21 Technical Approach Adherence to a detailed work plan and schedule specifically designed for providing quality user fee services. Project Understanding The Challenge: The Real Cost of User Fees When a government charges a fee, one might assume that this is a purchase of service. The actual question is whether the price recovers the cost. It helps to think that cost is a fact, and price is a policy choice. While you can set prices at various levels, you want to know the cost of an activity before deciding its price. Additionally, many states prohibit any intentional profit on fees, as well as cross-subsidization. We do not assume everyone understands the real cost of user fees. The cost of a fee service includes not only the direct labor, but also benefits, other appropriated expenses, indirect cost, and direct support from other offices. Our job in this project is to analyze the information to report how the cost compares to price. This requires not only templates designed to support this analysis, but also knowledge of the underlying services so the model will reflect how they are provided. Our staff’s job is to understand how you deliver services, to determine their costs, and to support your policy review. We will also help the County to understand regional best practices for charging various types of fees, as well as demand elasticities that should be considered. The Situation in Orange County Government We understand the County seeks to evaluate its current user fee structure comprehensively to ensure fees reflect the true cost of services, promote equity in fee impacts, simplify and clarify fee schedules, and enhance the efficiency of fee collection processes. County goals include developing a defensible cost analysis process that follows best practices and allows for informed decision-making by management staff and the Board of County Commissioners. MGT recognizes that determining the best approach to this study is critical to achieving these goals. Conducting a user fee study involves more than conducting an internal cost analysis and then comparing fee schedules on a one-to-one basis with neighboring or similar counties. The process requires identifying the most meaningful and actionable data, which may vary depending on the type of fee and the service provided. For example, obtaining comparable information from private firms, such as recreational facilities, can be resource-intensive and may not always yield accurate or actionable results. MGT will collaborate closely with County staff to identify the most impactful methods for analyzing fees, focusing on approaches that provide the greatest value while avoiding inefficiencies. By leveraging our expertise and understanding of best practices, we will help the County develop a methodology tailored to its unique needs and ensure the results support informed decision-making. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D TECHNICAL APPROACH ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 22 The Solution: User Fee Study from MGT A user fee study from MGT will successfully identify the real cost of user fee service delivery for the County. This will enable the County to set accurate user fees with the transparency required to justify rates to constituents and other entities. MGT is uniquely qualified to satisfy all aspects of the required work as described in the County’s RFP. Our analysis and advice have been trusted by local agencies in North Carolina and nationally for 50 years. With deep experience and expertise, many of our consultants were present at the birth of the user fee study industry and have contributed significantly to its development. As a firm, MGT continues to set the standard for creativity and commitment to our clients’ goals – qualities that set us apart from all competitors. In brief, our team of experienced consultants will: • Interview your experts, analyze your financial data, and model your program. • Generate a report that reviews the problem and makes recommendations for new user fees – with transparent justifications and visibility into relevant data. • Take feedback, make revisions, and create a final report, which we present to the Board of County Commissioners (BOCC) for consideration. The County’s success after report completion is imperative to MGT – which is why we also make our consultants available for support and advice throughout the process of implementing our recommendations. Goals of this Project: Analyze the costs of the County’s fee-for-services and calculate each fee’s full costs. Assist the County to appropriately increase fees to match full cost, or to assist the County to understand the fee setting options when local policy indicates some fees need to be subsidized by the General Fund. This approach will expand revenues for the County, producing the County’s general financial health and fiscal sustainability, which jointly lead to sustainable community benefits. Clear Community Benefit: Setting fee prices to recover cost is fair. It allows applicants to receive services upon demand and it insulates taxpayers from having to pay for services that benefit developers. A well-conceived and managed user fee program will ensure the County is compliant with federal and state laws, while protecting and augmenting the County’s General Fund. Efficient and rational financial policies and practices will enhance the County’s services to the public. New facilities, new programs and enhancements to the community are all leveraged when the general fund is healthy and properly supported, which this MGT project will ensure. This MGT project will help the County better serve the citizens of Orange County Government. MGT — Dedicated to the Community: We see the County’s community as our community. The MGT team has worked in the public sector and understands the challenges you face. Our view and objectives are long-term—for both relationships and solutions. That is why we are deeply committed to helping you bring out the best in your community. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D TECHNICAL APPROACH ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 23 Benefits: Efficiency, Expertise, and Desired Outcomes There are many benefits of working with MGT to produce your user fee study. With years of experience writing hundreds of user fee studies, MGT knows how to produce exceptional, streamlined studies. Our expertise and efficiency help to keep your project on time and within budget. Ultimately, the County will have a comprehensive and easily understandable cost-of-service study that recommends legally defensible user fees based on calculations that support full cost recovery for the delivery of needed services. In the cases where full-cost recovery may not be appropriate or desired by the County, we will provide your leadership with the perspectives of other counties who chose to subsidize some fee activities with the General Fund. This guidance and expert recommendations will help the County take control of its user fee program and instill confidence in good government. MGT’s Approach and Methodology This section demonstrates MGT’s understanding of the County’s requirements for preparation of the Comprehensive User Fee Studies. We will work with the County to design a fee schedule that reflects the way the BOCC wishes to manage the County’s cost recovery program. The study will evaluate both current fees and identify available new fees and policies to ensure proper cost recovery. Part of MGT’s objective is to not impose our biases on the County but rather leverage our experience and understanding of best practices in your region to guide the BOCC to a proposed fee schedule reflective of the County’s priorities. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D TECHNICAL APPROACH ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 24 Project Work-Time Breakdown Based on years of experience, MGT proposes the following breakdown regarding the approximate amount of time our consultants will spend on various aspects of the project. Exhibit 2. Project Work-Time Breakdown This breakdown assumes two full rounds of feedback and edits toward a final draft, which is then submitted for approval. Controlling the number of rounds of edits is a vital factor in keeping the project on schedule and matching the cost of the work to the agreed price. We could provide more rounds of edits, but our quote is based on limiting their number. Proposed Workplan The following is a detailed work plan that identifies the tasks necessary to complete the study. MGT approaches user fee engagements in five separate phases. Each phase reflects a linear progression of the overall project. Within each phase we have identified tasks designed to achieve the County’s objectives for this project. We will work with the County to develop clear internal deadlines at the beginning of the project and combine that with intentional and structured communications. MGT concurs with the County’s requirement that the initial term for this project will be from January 2025 to September 2025 (dates subject to change after initial meetings with County). For a detailed cost schedule, including Milestone Dates and Milestone Costs, please see our Cost Proposal section. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D TECHNICAL APPROACH ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 25 Exhibit 3. Workplan Phases TASK 1.0: PROJECT MANAGEMENT TASKS 1.1 Arrange interview schedules and request data 1.2 Kickoff meeting (online) ─ Confirmation of scope and project purpose ─ Acceptance criteria for deliverables ─ Status reporting and correspondence protocols ─ Issue escalation protocol ─ Confirm baseline work plan and deliverables ─ Confirm project change order protocol ─ Confirm quality control process TASK 2.0: USER FEE DESIGN 2.1 Discuss project design with the County’s staff (which fees to review, which to consolidate, and new ones to consider) 2.2 Create project design memo ─ Develop first draft of project design memo ─ The County to edit draft ─ Revise draft to reflect comments ─ Confirm Project Design 2.3 Populate approved model structure with cost data TASK 3.0: USER FEE ANALYSIS 3.1 Interview selected staff to gain understanding of service delivery by fee type 3.2 Develop fully burdened hourly rate for department. Use the indirect cost rate if the County has one, or 10% rate if not. 3.3 Review data collection templates with departments 3.4 Jointly complete the data collection templates 3.5 Develop first draft of user fee analysis 3.6 Develop first draft of user fee analysis ─ Present first draft in online meeting ─ County reviews draft and provides comments TASK 1 TASK 2 TASK 3 TASK 4 Peer Price ComparisonsUser Fee AnalysisUser Fee Design Establish Study Goals, Objectives and Protocols TASK 5 Presentation Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D TECHNICAL APPROACH ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 26 ─ Revise drafts to incorporate the County’s comments ─ Present findings online to the County's management group ─ County reviews draft and provides comments ─ Revise drafts to incorporate the County’s comments ─ County to approve report 3.7 Status report calls at ends of each month TASK 4.0: PEER PRICE COMPARISONS 4.1 Identify peers and most common permit types to compare 4.2 Harvest data from peer websites and follow-up calls to clarify 4.3 Draft comparisons report ─ Present first draft to County ─ County reviews draft and provides comments ─ Revise comparisons per the County’s comments ─ Present second draft 4.4 Develop narrative summary of comparisons for final report TASK 5.0: PRESENTATION 5.1 Prepare a narrative report on purpose, method, and findings 5.2 The County to review draft presentation documents and provide comments 5.3 Revise report documents based on comments 5.4 Finalize report and prepare slide deck for presentation 5.5 Deliver presentation Project Deliverables – User Fee Study USER FEE STUDY DELIVERABLES • A narrative report of findings and presentation slides • A detailed report displaying all elements of costs for each fee analyzed • Customized Excel workbooks providing fully burdened hourly rates, and cost-of- service calculations Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D TECHNICAL APPROACH ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 27 Effective and Continuous Communication Effective and continuous communication between the MGT Project Director, the County’s Project Officer, MGT team members, and stakeholders is one of the most critical aspects of project management. The MGT Project Director will actively seek input and feedback from the County’s Project Officer and key stakeholders at each stage of this study. MGT’s Project Director will regularly communicate information about the study’s progress and problems which may arise before becoming a larger issue. A sample of the communications report we use frequently is shown in Exhibit 4. Project Management Each proposed senior level consultant is an expert in applying various project management methods and techniques to cost allocation projects. This expertise is rooted in completing hundreds of cost allocation plans and user fee studies, many for jurisdictions similar in size to the County and many requiring negotiations with state and federal auditors. Additionally, all MGT consultants attend regular peer group reviews and training sessions to continuously refine project management, client service and Office of Management and Budget (OMB) A-87 (Code of Federal Regulations [CFR] Part 200) skills. Our approach is to jointly establish a framework of firm timelines and milestones with each client based on that client’s unique circumstances and needs. Aside from fixed deadlines and milestones, however, the framework is flexible to accommodate each client and even each annual project for recurring clients. MGT’s project management process and client satisfaction components are graphically represented below in Exhibit 5. We have found that focusing on these six components of client satisfaction ensures that the work is properly performed and that milestones are met on schedule and within budget. The primary tool for delivering each of the components is communication. Our project teams are in regular contact with the project executive, providing project status updates and explaining any variances from the planned schedule. Additionally, MGT is committed to consistent client contact through meetings and formal status updates at regular intervals. Exhibit 4. Sample Communications Report Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D TECHNICAL APPROACH ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 28 Exhibit 5. MGT’s Components to Client Satisfaction Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 35 Cost Proposal Defined by Impact. Driven by People. Dedicated to the Community. In this section, we have laid out how long each milestone will take for each scope of this project, detailing the timeline and cost per task. This budget will provide the County with ample time and resources to produce a fees and charges study as described in the scope of service. This scope of work is our understanding based on the RFP. We are willing to discuss changes to the scope. Scope Finalization and Fee Inclusion MGT understands that the scope of this user fee study may evolve based on Orange County’s determination of which fees are eligible for review. While the County has indicated that some fees, such as Personal Health and Solid Waste Program fees, are likely to be excluded, the comprehensive fee list referenced on the County’s website includes departments and fee groups such as Aging, Elections, Emergency Management, Fire Marshal, Sheriff, Animal Services, Environmental Health, and the Sportsplex. These are the specific departments that are assumed will be included in the RFP as the “first” comprehensive user fee study (Section 4.2.1 on page 6 of the RFP). To ensure the study is tailored to meet the County’s needs and maximizes value, MGT proposes an initial scope refinement meeting following contract award. During this meeting, we will work with County leadership to: • Finalize the list of departments and fee groups to be included in the study. • Discuss and confirm which fees should be excluded from review, based on statutory requirements, existing analysis, or operational considerations. • Refine tasks and deliverables based on the agreed scope. This collaborative approach ensures clarity and alignment from the outset, allowing us to focus our resources on areas that will deliver the greatest impact for Orange County. Additionally, MGT will remain flexible throughout the engagement to address any changes or refinements that arise as the County gains further clarity on its priorities. Total cost for the proposed services for the user fee study for Orange County at countywide level Description Completion Date Fee ($) Task Subtask 1.0 Project Management Tasks 1.1 Arrange interview schedules and request data 1/2025 2,296 1.2 Kickoff meeting (online) 1/2025 - Confirmation of scope and project purpose 1/2025 - Acceptance criteria for deliverables 1/2025 - Status reporting and correspondence protocols 1/2025 - Issue escalation protocol 1/2025 - Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D COST PROPOSAL ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 36 Description Completion Date Fee ($) Task Subtask Confirm baseline work plan and deliverables 1/2025 - Confirm project change order protocol 1/2025 - Confirm quality control process 1/2025 - 2.0 User Fee Design 2.1 Discuss project design with the County’s staff (which fees to review, which to consolidate, and new ones to consider) 1/2025 – 2/2025 1,720 2.2 Create Project Design Memo 2/2025 2,513 Develop first draft of project design memo The County to edit draft 2/2025 - Revise draft to reflect comments 2/2025 - Confirm project design 2/2025 - 2.3 Populate approved model structure with cost data 2/2025 – 3/2025 14,724 3.0 User Fee Analysis 3.1 Interview selected staff to gain understanding of service delivery by fee type 3/2025 – 4/2025 15,482 3.2 Develop fully burdened hourly rate for department. Use indirect cost rate if the County has one, or 10% rate if not. 4/2025 863 3.3 Review data collection templates with departments 4/2025 8,384 3.4 Jointly complete the data collection templates 4/2025 6,881 3.5 Develop first draft of cost analysis 4/2025 – 5/2025 7,239 3.6 Cost analysis draft review period 5/2025 – 8/2025 3,440 Present first draft in online meeting 5/2025 - The County reviews draft and provides comments 5/2025 - Revise drafts to incorporate the County’s comments 6/2025 – 7/2025 - Present findings online to the County’s management group 7/2025 - The County reviews draft and provides comments 7/2025 - Revise drafts to incorporate the County’s comments 7/2025 - The County to approve report 8/2025 - 3.7 Monthly status report calls 1/2025 – 9/2025 - 4.0 Peer Price Comparisons 4.1 Identify peers and most common permit types to compare 2/2025 – 3/2025 1,004 4.2 Harvest data from peer websites and follow-up calls to clarify 3/2025 – 5/2025 11,685 4.3 Draft comparisons report 6/2025 – 8/2025 5,637 Present first draft to County 6/2025 - Revise comparisons per the County’s comments 6/2025 - Present second draft 7/2025 - Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D COST PROPOSAL ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 37 Description Completion Date Fee ($) Task Subtask 4.4 Develop narrative summary of comparisons for final report 8/2025 3,229 5.0 Presentation 5.1 Prepare a narrative report on purpose, method, and findings 8/2025 – 9/2025 9,282 5.2 Orange County Government to review draft presentation documents and provide comments 9/2025 - 5.3 Revise based on County comments 9/2025 1,720 5.4 Finalize report and prepare slide deck for presentation 9/2025 1,380 5.5 Deliver presentation 9/2025 2,043 TOTAL $99,520 Total cost for the proposed services for the user fee study for the following departments: Planning, the Department of Environment, Agriculture, Parks, and Recreation (DEAPR), and Emergency Services Description Completion Date Fee ($) Task Subtask 1.0 Project Management Tasks 1.1 Arrange interview schedules and request data 1/2025 2,296 1.2 Kickoff meeting (online) 1/2025 - Confirmation of scope and project purpose 1/2025 - Acceptance criteria for deliverables 1/2025 - Status reporting and correspondence protocols 1/2025 - Issue escalation protocol 1/2025 - Confirm baseline work plan and deliverables 1/2025 - Confirm project change order protocol 1/2025 - Confirm quality control process 1/2025 - 2.0 User Fee Design 2.1 Discuss project design with the County’s staff (which fees to review, which to consolidate, and new ones to consider) 1/2025 – 2/2025 1,720 2.2 Create Project Design Memo 2/2025 2,513 Develop first draft of project design memo The County to edit draft 2/2025 - Revise draft to reflect comments 2/2025 - Confirm project design 2/2025 - 2.3 Populate approved model structure with cost data 2/2025 – 3/2025 9,181 3.0 User Fee Analysis 3.1 Interview selected staff to gain understanding of service delivery by fee type 3/2025 – 4/2025 11,198 Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D COST PROPOSAL ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 38 Description Completion Date Fee ($) Task Subtask 3.2 Develop fully burdened hourly rate for department. Use indirect cost rate if the County has one, or 10% rate if not. 4/2025 863 3.3 Review data collection templates with departments 4/2025 6,417 3.4 Jointly complete the data collection templates 4/2025 5,161 3.5 Develop first draft of cost analysis 4/2025 – 5/2025 7,920 3.6 Cost analysis draft review period 5/2025 – 7/2025 3,440 Present first draft in online meeting 5/2025 - The County reviews draft and provides comments 5/2025 - Revise drafts to incorporate the County’s comments 5/2025 – 6/2025 - Present findings online to the County’s management group 6/2025 - The County reviews draft and provides comments 6/2025 - Revise drafts to incorporate the County’s comments 6/2025 - The County to approve report 7/2025 - 3.7 Status report calls at ends of months 1, 2, and 3 1/2025 – 8/2025 4.0 Peer Price Comparisons 4.1 Identify peers and most common permit types to compare 2/2025 – 3/2025 1,004 4.2 Harvest data from peer websites and follow-up calls to clarify 3/2025 – 5/2025 8,227 4.3 Draft comparisons report 6/2025 – 7/2025 5,454 Present first draft to County 6/2025 - Revise comparisons per the County’s comments 6/2025 - Present second draft 7/2025 - 4.4 Develop narrative summary of comparisons for final report 8/2025 2,710 5.0 Presentation 5.1 Prepare a narrative report on purpose, method, and findings 7/2025 – 8/2025 5,600 5.2 Orange County Government to review draft presentation documents and provide comments 8/2025 - 5.3 Revise based on County comments 8/2025 1,720 5.4 Finalize report and prepare slide deck for presentation 8/2025 1,380 5.7 Deliver presentation 8/2025 2,043 TOTAL $78,487 Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D COST PROPOSAL ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 39 Hourly Billing Rates MGT’s hourly billing rates are as follows: MGT Professional Staff Hourly Billing Rates Executive Vice President $425 Vice President $375 Director $325 Senior Manager $285 Manager $276 Senior Consultant $210 Consultant $185 Analyst $150 Additional services requested that fall outside the scope of this project shall be provided on a time-and-materials basis using the above hourly rates, with all expenses billed at cost subject to pre-approval. The hourly rate schedule is part of MGT’s quote for use in invoicing for progress payments and for extra work incurred that is not part of this RFP. Method of Payment MGT will provide monthly invoices to the County or will invoice according to the above milestones. The amount due per month will be based on the services provided in each month under the project workplan. Project Assumptions Our work plan and proposed fee for this project were developed with several key assumptions about the project. Changes to these assumptions may impact either or both our methodology and proposed fee. We welcome the opportunity to meet with the County to review these assumptions, validate, or adjust these assumptions based on more complete information, and adjust the work plan and/or budget accordingly. Below, we present our assumptions: • The County will designate a Project Officer for this project. This person will function as the primary point of contact for the project, and coordinate and facilitate the flow of information and communication between the County, key stakeholders, and MGT. • The County’s Project Officer will ensure that comments on draft documents are consolidated into a single document and any conflicting comments are reconciled before delivering the comments to MGT. • We have provided two draft reports to final versions in this proposal. If additional drafts are necessary, it may impact the fees. • MGT will have access to and cooperation and participation by staff and management. MGT expects to have reasonable, timely access to the County’s personnel and data. If the County stops the project for any reason, MGT will be due all fees for services performed to date. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D COST PROPOSAL ORANGE COUNTY GOVERNMENT | NOVEMBER 22, 2024 RFP #367-OC 5439 | COMPREHENSIVE USER FEE STUDIES PAGE 40 • If necessary, meeting facilities will be arranged for and used at the expense of the County. The County will provide all requested documents at its own expense. • All costs and other data provided by the County will be considered accurate and valid. MGT will not be responsible for the audit and/or verification of any cost or other data provided by the County. • If the County changes its accounting system and/or significantly changes its chart of accounts so that cost data cannot be matched to prior calculations, it may impact the fees as these efforts are not part of the fixed price. • MGT plans to conduct services, including status meetings and interviews, remotely due to the ongoing pandemic. If the County wants onsite services, we would be willing to do so, subject to adding the reasonable cost of travel expenses to our quote. Travel expenses will only be charged in the event travel occurs. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/10/2025 Alliant Insurance Services,Inc. 32 Old Slip New York NY 10005 Stephanie Maes Stephanie.Maes@alliant.com License#:812008 Hartford Fire Insurance Compan 19682 MGTCONS-01 Trumbull Insurance Company 27120TVG-MGT Holdings,LP MGT Impact Solutions,LLC 4320 West Kennedy Blvd Tampa FL 33609 Hartford Casualty Insurance Co 29424 Houston Specialty Ins Co 12936 Westfield Specialty Insurance 16992 50301784 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X Y 10UUNCG6832 5/12/2024 5/12/2025 2,000,000 B 1,000,000 X X 10UENCG6748 5/12/2024 5/12/2025 Comp/Coll Ded.1,000 C X X 10,000,00010XHUDL60295/12/2024 5/12/2025 10,000,000 X 10,000 A X N Y 10WBAR7J14 5/12/2024 5/12/2025 1,000,000 1,000,000 1,000,000 D E Professional Liability Cyber Tech E&O MEO-HS-0005133-01 PCE-338465W-01 5/12/2024 5/12/2024 5/12/2025 5/12/2025 Per Claim/Aggregate Per Claim/Aggregate Per Claim/Aggregate $5,000,000 $5,000,000 $6,000,000 Crime/Fidelity Bond:Policy#652517299,Continental Casualty Company,5/12/2024-5/12/2025 Limit:$3,000,000.Policy includes Employee Theft,ERISA and Client's Property. Orange County,its officers,agents and employees are included as Additional Insured with regards to the General Liability as required by written contract subject to the policy terms and conditions.Waiver of Subrogation applies with regards to the Workers'Compensation as required by written contract subject to the policy terms and conditions. Orange County 300 West Tryon Street P.O.Box 8181 Hillsborough NC 27278 Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I - COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1)The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b.This insurance applies to "bodily injury" and "property damage" only if: (1)The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2)The "bodily injury" or "property damage" occurs during the policy period; and (3)Prior to the policy period, no insured listed under Paragraph 1.of Section II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3)Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: 10 UUN CG6832POLICY NUMBER: Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 2 of 21 HG 00 01 09 16 (1)Professional health care services such as: (a)Medical,surgical,dental,laboratory,x- ray or nursing services or treatment, advice or instruction,or the related furnishing of food or beverages; (b)Any health or therapeutic service, treatment,advice or instruction;or (c)The furnishing or dispensing of drugs or medical,dental,or surgical supplies or appliances;or (2)First aid services,which include: (a)Cardiopulmonary resuscitation, whether performed manually or with a defibrillator;or (b)Services performed as a Good Samaritan. For the purpose of determining the limits of insurance,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However,this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2.Exclusions This insurance does not apply to: a.Expected Or Intended Injury "Bodily injury"or "property damage"expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property. b.Contractual Liability "Bodily injury"or "property damage"for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages: (1)That the insured would have in the absence of the contract or agreement;or (2)Assumed in a contract or agreement that is an "insured contract",provided the "bodily injury"or "property damage" occurs subsequent to the execution of the contract or agreement.Solely for the purposes of liability assumed in an "insured contract",reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury"or "property damage",provided: (a)Liability to such party for,or for the cost of,that party's defense has also been assumed in the same "insured contract";and (b)Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury"or "property damage"for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;or (3)Any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a)The supervision,hiring,employment, training or monitoring of others by that insured;or (b)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence"which caused the "bodily injury"or "property damage",involved that which is described in Paragraph (1),(2)or (3) above. However,this exclusion applies only if you are in the business of manufacturing, distributing,selling,serving or furnishing alcoholic beverages.For the purposes of this exclusion,permitting a person to bring alcoholic beverages on your premises,for consumption on your premises,whether or not a fee is charged or a license is required for such activity,is not by itself considered the business of selling,serving or furnishing alcoholic beverages. d.Workers'Compensation And Similar Laws Any obligation of the insured under a workers' compensation,disability benefits or unemployment compensation law or any similar law. e.Employer's Liability "Bodily injury"to: (1)An "employee"of the insured arising out of and in the course of: Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 3 of 21 (a)Employment by the insured;or (b)Performing duties related to the conduct of the insured's business;or (2)The spouse,child,parent,brother or sister of that "employee"as a consequence of Paragraph (1)above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity;and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury"or "property damage" arising out of the actual,alleged or threatened discharge,dispersal,seepage, migration,release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to,any insured.However,this subparagraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke, fumes,vapor or soot produced by or originating from equipment that is used to heat,cool or dehumidify the building,or equipment that is used to heat water for personal use,by the building's occupants or their guests; (ii)"Bodily injury"or "property damage" for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by,or rented or loaned to,any insured,other than that additional insured;or (iii)"Bodily injury"or "property damage" arising out of heat,smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage,disposal, processing or treatment of waste; (c)Which are or were at any time transported,handled,stored,treated, disposed of,or processed as waste by or for: (i)Any insured;or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured, contractor or subcontractor.However, this subparagraph does not apply to: (i)"Bodily injury"or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts,if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold,store or receive them .This exception does not apply if the "bodily injury"or "property damage" arises out of the intentional discharge,dispersal or release of the fuels,lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured, contractor or subcontractor ; (ii)"Bodily injury"or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on yo ur behalf by a contractor or subcontractor;or (iii)"Bodily injury"or "property damage" arising out of heat,smoke or fumes from a "hostile fire";or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 4 of 21 HG 00 01 09 16 operations are to test for,monitor, clean up,remove,contain,treat, detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants". (2)Any loss,cost or expense arising out of any: (a)Request,demand,order or statutory or regulator y requirement that any insured or others test for,monitor, clean up,remove,contain,treat, detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants";or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for,monitoring, cleaning up,removing,containing, treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of,"pollutants". However,this paragraph does not apply to liability for damages because of "propert y damage"that the insured would have in the absence of such request,demand, order or statutory or regulator y requirement,or such claim or "suit"by or on behalf of a governmental authority. g.Aircraft,Auto Or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft,"auto"or watercraft owned or operated by or rented or loaned to any insured.Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employmen t,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership, maintenance,use or entrustment to others of any aircraft,"auto"or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long;and (b)Not being used to carry persons for a charge; (3)Parking an "auto"on,or on the ways next to,premises you own or rent,provided the "auto"is not owned by or rented or loaned to you or the insured; (4)Liability assumed under any "insured contract"for the ownership,maintenance or use of aircraft or watercraft; (5)"Bodily injury"or "property damage" arising out of: (a)The operation of machinery or equipment that is attached to,or part of,a land vehicle that would qualify under the definition of "mobile equipment"if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged;or (b)The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3)of the definition of "mobile equipment";or (6)An aircraft that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary,excess,contingent or on any other basis. h.Mobile Equipment "Bodily injury"or "property damage"arising out of: (1)The transportation of "mobile equipment" by an "auto"owned or operated by or rented or loaned to any insured;or (2)The use of "mobile equipment"in,or while in practice for,or while being prepared for, any prearranged racing,speed, demolition,or stunting activity. i.War "Bodily injury"or "property damage",however caused,arising,directly or indirectly,out of: (1)War,including undeclared or civil war; (2)Warlike action by a military force,including action in hindering or defending against an actual or expected attack,by any government,sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Damage To Property "Property damage"to: (1)Property you own,rent,or occupy, including any costs or expenses incurred by you,or any other person,organization or entity,for repair,replacement, Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 5 of 21 enhancement,restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; (2)Premises you sell,give away or abandon, if the "property damage"arises out of any part of those premises; (3)Property loaned to you; (4)Personal property in the care,custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage"arises out of those operations;or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of seven or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as describ ed in Section III -Lim its Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied,rented or held for rental by you. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"arising from the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at the job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-comp leted operations hazard". k.Damage To Your Product "Property damage"to "your product"arising out of it or any part of it. l.Damage To Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products-comp leted operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m.Damage To Impaired Property Or Property Not Physically Injured "Property damage"to "impaired property"or property that has not been physically injured, arising out of: (1)A defect,deficiency,inadequacy or dangerous condition in "your product"or "your work";or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. n.Recall Of Products,Work Or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal,recall,inspection,repair, replacement,adjustment,removal or disposal of: (1)"Your product"; (2)"Your work";or (3)"Impaired property"; if such product,work,or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect,deficiency, inadequacy or dangerous condition in it. o.Personal And Advertising Injury "Bodily injury"arising out of "personal and advertising injury". p.Access or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1)Any access to or disclosure of any person's or organization's confidential or personal information,including patents, trade secrets,processing methods, customer lists,financial information,credit card information,health information or any other type of nonpublic information;or (2)The loss of,loss of use of,damage to, corruption of,inability to access,or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1)or (2)above. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 6 of 21 HG 00 01 09 16 However,unless Paragraph (1)above applies,this exclusion does not apply to damages because of "bodily injury". As used in this exclusion,electronic data means information,facts or programs stored as or on,created or used on,or transmitted to or from computer software,including systems and applications software,hard or floppy disks,CD-ROMS,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. q.Employment-Related Practices "Bodily injury"to: (1)A person arising out of any "employment- related practices";or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"to that person at whom any "employment-related practices"are directed. This exclusion applies: (1)Whether the injury-causing event described in the definition of "employment- related practices"occurs before employment,during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity;and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. r.Asbestos (1)"Bodily injury"or "property damage" arising out of the "asbestos hazard". (2)Any damages,judgments,settlements, loss,costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand, order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove, encapsulate,contain,treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard";or (c)Arise out of any claim or suit for damages because of testing for, monitoring,cleaning up,removing, encapsulating,containing,treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s.Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury"or "property damage"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA),including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA),and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA);or (4)Any federal,state or local statute, ordinance or regulation,other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits or limits the printing, dissemination,disposal,collecting, recording,sending,transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire,Lightning Or Explosion Exclusions c.through h.and j.through n.do not apply to damage by fire,lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section III -Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1.Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies.W e will have the right and duty to defend the insured against any "suit"seeking those damages. However,we will have no duty to defend the insured against any "suit"seeking damages for "personal and advertising injury"to which this insurance does not apply.We may,at our discretion,investigate any offense and settle any claim or "suit"that may result.But: (1)The amount we will pay for damages is limited as described in Section III -Limits Of Insurance;and (2)Our right and duty to defend end when we have used up the applicable lim it of insurance in the payment of judgments or Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 7 of 21 settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b.This insurance applies to "personal and advertising injur y"caused by an offense arising out of your business but only if the offense was committed in the "coverage territory"during the policy period. 2.Exclusions This insurance does not apply to: a.Knowing Violation Of Rights Of Another "Personal and advertising injury"arising out of an offense committed by,at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b.Material Published With Knowledge Of Falsity "Personal and advertising injury"arising out of oral,written or electronic publication,in any manner,of material,if done by or at the direction of the insured with knowledge of its falsity. c.Material Published Prior To Policy Period "Personal and advertising injury"arising out of oral,written or electronic publication,in any manner,of material whose first publication took place before the beginning of the policy period. d.Criminal Acts "Personal and advertising injury"arising out of a criminal act committed by or at the direction of the insured. e.Contractual Liability "Personal and advertising injury"for which the insured has assumed liability in a contract or agreement.This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f.Breach Of Contract "Personal and advertising injury"arising out of a breach of contract,except an implied contract to use another's "advertising idea"in your "advertisement". g.Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury"arising out of the failure of goods,products or services to conform with any statement of quality or performance made in your "advertisement". h.Wrong Description Of Prices "Personal and advertising injury"arising out of the wrong description of the price of goods, products or services. i.Infringement Of Intellectual Property Rights (1)"Personal and advertising injury"arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright,patent, trademark,trade name,trade secret,trade dress,service mark or other designation of origin or authenticity;or (2)Any injury or damage alleged in any clam or "suit"that also alleges an infringement or violation of any intellectual property right,whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit",regardless of whether this insurance would otherwise apply. However,this exclusion does not apply if the only allegation in the claim or "suit"involving any intellectual property right is limited to: (1)Infringement,in your "advertisement",of: (a)Copyright; (b)Slogan;or (c)Title of any literary or artistic work;or (2)Copying,in your "advertisement",a person's or organization's "advertising idea"or style of "advertisement". j.Insureds In Media And Internet Type Businesses "Personal and advertising injury"committed by an insured whose business is: (1)Advertising,broadcasting,publishing or telecasting; (2)Designing or determining content of web sites for others;or (3)An Internet search,access,content or service provider. However,this exclusion does not apply to Paragraphs a.,b.and c.of the definition of "personal and advertising injury"under the Definitions Section. For the purposes of this exclusion,the placing of frames,borders or links,or advertising,for you or others anywhere on the Internet,is not by itself,considered the business of advertising,broadcasting,publishing or telecasting. k.Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury"arising out of an electronic chatroom or bulletin board the Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 8 of 21 HG 00 01 09 16 insured hosts,owns,or over which the insured exercises control. l.Unauthorized Use Of Another's Name Or Product "Personal and advertising injury"arising out of the unauthorized use of another's name or product in your e-mail address,domain name or metatags,or any other similar tactics to mislead another's potential customers. m.Pollution "Personal and advertising injury"arising out of the actual,alleged or threatened discharge, dispersal,seepage,migration,release or escape of "pollutants"at any time. n.Pollution-Related Any loss,cost or expense arising out of any: (1)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove, contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of,"pollutants";or (2)Claim or suit by or on behalf of a governmental authority for damages because of testing for,monitoring, cleaning up,removing,containing, treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of,"pollutants". o.War "Personal and advertising injury",however caused,arising,directly or indirectly,out of: (1)War,including undeclared or civil war; (2)Warlike action by a military force,including action in hindering or defending against an actual or expected attack,by any government,sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. p.Internet Advertisements And Content Of Others "Personal and advertising injury"arising out of: (1)An "advertisement"for others on your web site; (2)Placing a link to a web site of others on your web site; (3)Content,including information,sounds, text,graphics,or images from a web site of others displayed within a frame or border on your web site;or (4)Computer code,software or programming used to enable: (a)Your web site;or (b)The presentation or functionality of an "advertisement"or other content on your web site. q.Right Of Privacy Created By Statute "Personal and advertising injury"arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r.Violation Of Anti-Trust law "Personal and advertising injury"arising out of a violation of any anti-trust law. s.Securities "Personal and advertising injury"arising out of the fluctuation in price or value of any stocks, bonds or other securities. t.Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA),including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA),and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA);or (4)Any federal,state or local statute, ordinance or regulation,other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits or limits the printing, dissemination,disposal,collecting, recording,sending,transmitting, communicating or distribution of ma terial or information. u.Employment-Related Practices "Personal and advertising injury"to: (1)A person arising out of any "employment- related practices";or (2)The spouse,child,parent,brother or sister of that person as a consequence of "personal and advertising injury"to that person at whom any "employment-related practices"are directed. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 9 of 21 This exclusion applies: (1)Whether the injury-causing event described in the definition of "employment- related practices"occurs before employment,during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity;and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. v.Asbestos (1)"Personal and advertising injury"arising out of the "asbestos hazard". (2)Any damages,judgments,settlements, loss,costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand, order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove, encapsulate,contain,treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard";or (c)Arise out of any claim or suit for damages because of testing for, monitoring,cleaning up,removing, encapsulating,containing,treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w.Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury"arising out of any access to or disclosure of any person's or organization's confidential or personal information,including patents,trade secrets, processing methods,customer lists,financial information,credit card information,health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. COVERAGE C MEDICAL PAYMENTS 1.Insuring Agreement a.We will pay medical expenses as described below for "bodily injury"caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent;or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory"and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident;and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the applicable limit of insurance.We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical,surgical,X-ray and dental services,including prosthetic devices;and (3)Necessary ambulance,hospital, professional nursing and funeral services. 2.Exclusions We will not pay expenses for "bodily injury": a.Any Insured To any insured,except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games,sports,or athletic contests. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 10 of 21 HG 00 01 09 16 f.Products-Completed Operations Hazard Included within the "products-completed operations hazard". g.Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1.We will pay,with respect to any claim we investigate or settle,or any "suit"against an insured we defend: a.All expenses we incur. b.Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c.The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance.We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e.All court costs taxed against the insured in the "suit".However,such costs do not include attorneys'fees,attorneys'expenses, witness or expert fees,or any other expenses of a party taxed to the insured. f.Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. g.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid,offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2.If we defend an insured against a "suit"and an indemnitee of the insured is also named as a party to the "suit",we will defend that indemnitee if all of the follo wing conditions are met: a.The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b.This insurance applies to such liabilit y assumed by the insured; c.The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; d.The allegations in the "suit"and the information we know about the "occurrence " are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e.The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit"and agree that we can assign the same counsel to defend the insured and the indemnitee;and f.The indemnitee: (1)Agrees in writing to: (a)Cooperate with us in the investigation, settlement or defense of the "suit"; (b)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the "suit"; (c)Notify any other insurer whose coverage is available to the indemnitee;and (d)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2)Provides us with written authorization to: (a)Obtain records and other information related to the "suit";and (b)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee,necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2)of Section I -Coverage A -Bodily Injury And Property Damage Liability,such payments will not be deemed to be damages for "bodily injury"and "property damage"and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when: a.We have used up the applicable limit of insurance in the payment of judgments or settlements;or b.The conditions set forth above,or the terms of the agreement described in Paragraph f. above,are no longer met. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 11 of 21 SECTION II -WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds,but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds,but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership,joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors.Your stockholders are also insureds,but only with respect to their liability as stockholders. e.A trust,you are an insured.Your trustees are also insureds,but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if yo u are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,none of these "employees"or "volunteer workers"are insureds for: (1)"Bodily injury"or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company),to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers"while performing duties related to the conduct of your business; (b)To the spouse,child,parent,brother or sister of that co-"employee"or that "volunteer worker"as a consequence of Paragraph (1)(a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or (1)(b)above;or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a)Subparagraphs (1)(a),(1)(b)and (1)(c) above do not apply to any "employee" or "volunteer worker"providing first aid services;and (b)Subparagraph (1)(d)above does not apply to any nurse,emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage"to property: (a)Owned,occupied or used by, (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers",any partner or member (if you are a partnership or joint venture),or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will 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. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 12 of 21 HG 00 01 09 16 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 such insured is also a named insured under another policy or would be a named 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 form the organization or the end 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.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 or ganization 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. 5.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 not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (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 Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 13 of 21 (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 (ii)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(s)or organization(s)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(s)or organization(s). (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. 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. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury",involved the rendering of or the failure to render any professional services by or for you. 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 "products-comp leted operations hazard". f.Any Other Party Any other person or organization who is not an additional 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; Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 14 of 21 HG 00 01 09 16 (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". However: (1)The insurance afforded to such additional insured only applies to the extent permitted by law;and (2)If coverage provided to the additional insured is required by a contract or agreement,the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employmen t,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage",or the offense which caused the "personal and advertising injury",involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III -Limits Of Insurance. 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 compan y 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 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 injur y"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. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 15 of 21 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 a written contract or written agreement that another person or organization be added as an additional insured on your p olicy, the most we will pay on behalf of such additional insured is the lesser of: a.The limits of insurance specified in the written contract or written agreement;or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence,Offense, Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured must see to it that we ar e notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible, notice should include: (1)How,when and where the "occurrence"or offense took place; (2)The names and addresses of any injured persons and witnesses;and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. b.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured must: (1)Immediately record the specifics of the claim or "suit"and the date received;and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit"as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the "suit";and (4)Assist us,upon our request,in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insureds Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense,other than for first aid,without our consent. e.Additional Insureds Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f.Knowledge Of An Occurrence,Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence",offense,claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or the additional insured is a partnership; Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 16 of 21 HG 00 01 09 16 (3)Any manager,if you or the additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or the additional insured is a corporation; (5)Any trustee,if you or the additional insured is a trust;or (6)Any elected or appointed official,if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3.Legal Action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit"asking for damages from an insured;or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this Coverage Part or 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.Other Insurance 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 I -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 (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. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 17 of 21 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 the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5.Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill.If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium,we will return the excess to the first Named Insured. c.The first Named Insured must keep records of the information we need for premium computation,and send us copies at such times as we may request. 6.Representations a.When You Accept This Policy By accepting this policy,you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us;and (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part,we shall not deny coverage under this Coverage Part because of such failure. 7.Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured;and b.Separately to each insured against whom claim is made or "suit"is brought. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract,agreement or permit that was executed prior to the injury or damage. 9.When We Do Not Renew If we decide not to renew this Coverage Part,we will mail or deliver to the first Named Insured shown in the Declarations written notice of the Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 18 of 21 HG 00 01 09 16 nonrenewal not less than 30 days before the expiration date. If notice is mailed,proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1."Advertisement"means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a.(1)Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper;or b.Any other publication that is given widespread public distribution. However,"advertisement"does not include: a.The design,printed material,information or images contained in,on or upon the packaging or labeling of any goods or products;or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea"means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto"means: a.A land motor vehicle,trailer or semitrailer designed for travel on public roads,including any attached machinery or equipment;or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However,"auto"does not include "mobile equipment". 5."Bodily injury"means physical: a.Injury; b.Sickness;or c.Disease sustained by a person and,if arising out of the above,mental anguish or death at any time. 6."Coverage territory"means: a.The United States of America (including its territories and possessions),Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above;or c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a.above; (2)The activities of a person whose home is in the territory described in a.above,but is away for a short time on your business;or (3)"Personal and advertising injury"offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory or in a settlement we agree to. 7."Employee"includes a "leased worker". "Employee"does not include a "temporary worker". 8."Employment-Related Practices"means: a.Refusal to employ that person; b.Termination of that person's employment;or c.Employment-related practices,policies,acts or omissions,such as coercion,demotion, evaluation,reassignment,discipline, defamation,harassment,humiliation, discrimination or malicious prosecution directed at that person. 9."Executive officer"means a person holding any of the officer positions created by your charter, constitution,by-laws or any other similar governing document. 10."Hostile fire"means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property"means tangible property, other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work" that is known or thought to be defective, deficient,inadequate or dangerous;or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair,replacement,adjustment or removal of "your product"or "your work",or your fulfilling the terms of the contract or agreement. 12."Insured contract"means: a.A contract for a lease of premises.However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire,lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 19 of 21 Premises Rented To You Limit described in Section III -Lim its of Insurance; b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.An obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization, provided the "bodily injury"or "property damage"is caused,in whole or in part,by you or by those acting on your behalf.Tort liability means a liability that would be imposed b y law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle,tracks, road-beds,tunnel,underpass or crossing. However,Paragraph f.does not include that part of any contract or agreement: (1)That indemnifies an architect,engineer or surveyor for injury or damage arising out of: (a)Preparing,approving,or failing to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders or drawings and specifications;or (b)Giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage; or (2)Under which the insured,if an architect, engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in (1)above and supervisory,inspection, architectural or engineering activities. 13."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 14."Loading or unloading"means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft,watercraft or "auto"; b.While it is in or on an aircraft,watercraft or "auto";or c.While it is being moved from an aircraft, watercraft or "auto"to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck,that is not attached to the aircraft,watercraft or "auto". 15."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers,farm machinery,forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles,whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes,shovels,loaders,diggers or drills;or (2)Road construction or resurfacing equipment such as graders,scrapers or rollers; e.Vehicles not described in a.,b.,c.or d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators, including spraying,welding,building cleaning,geophysical exploration,lighting and well servicing equipment;or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c.or d.above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment"but will be considered "autos": (1)Equipment designed primarily for: (a)Snow removal; (b)Road maintenance,but not construction or resurfacing;or (c)Street cleaning; Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D Page 20 of 21 HG 00 01 09 16 (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;and (3)Air compressors,pumps and generators, including spraying,welding,building cleaning,geophysical exploration,lighting and well servicing equipment. However,"mobile equipment"does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged.Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury"means injury,including consequential "bodily injury", arising out of one or more of the following offenses: a.False arrest,detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral,written or electronic publication,in any manner,of material that slanders or libels a person or organization or disparages a person's or organization's goods,products or services; e.Oral,written or electronic publication,in any manner,of material that violates a person's right of privacy; f.Copying,in your "advertisement",a person's or organization's "advertising idea"or style of "advertisement";or g.Infringement of copyright,slogan,or title of any literary or artistic work,in your "advertisement". 18."Pollutants"mean any solid,liquid,gaseous or thermal irritant or contaminant,including smoke, vapor,soot,fumes,acids,alkalis,chemicals and waste.Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard": a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product" or "your work"except: (1)Products that are still in your physical possession;or (2)Work that has not yet been completed or abandoned.However,"your work"will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance,correction,repair or replacement,but which is otherwise complete,will be treated as completed. b.Does not include "bodily injury"or "property damage"arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured; (2)The existence of tools,uninstalled equipment or abandoned or unused materials;or (3)Products or operations for which the classification,listed in the Declarations or in a policy Schedule,states that products- completed operations are subject to the General Aggregate Limit. 20."Property damage"means: a.Physical injury to tangible property,including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of the "occurrence"that caused it. As used in this definition,computerized or electronically stored data,programs or software are not tangible property.Electronic data means information,facts or programs: a.Stored as or on; b.Created or used on;or c.Transmitted to or from; computer software,including systems and applications software,hard or floppy disks,CD- Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D HG 00 01 09 16 Page 21 of 21 ROMS,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury"to which this insurance applies are alleged."Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker"means a person who a.Is not your "employee"; b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you;and d.Is not paid a fee,salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold,handled, distributed or disposed of by: (a)You; (b)Others trading under your name;or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials,parts or equipment furnished in connection with such goods or products. b.Includes (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your product";and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 25."Your work": a.Means: (1)Work or operations performed b y you or on your behalf;and (2)Materials,parts or equipment furnished in connection with such work or operations. b.Includes (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your work",and (2)The providing of or failure to provide warnings or instructions. Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 4320 W KENNEDY BLVD TAMPA FL 33609 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Policy Number:10 WB AR7J14 Endorsement Number: Effective Date:05/12/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:TVG-MGT Holdings, LP Form WC 00 03 13 Printed in U.S.A. Process Date: Policy Expiration Date:05/12/25 Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA 4320 W KENNEDY BLVD TAMPA FL 33609 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Policy Number:10 WB AR7J14 Endorsement Number: Effective Date:05/12/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:TVG-MGT Holdings, LP Form WC 04 03 06 (1) Printed in U.S.A. Process Date: Policy Expiration Date:05/12/25 Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 4320 W KENNEDY BLVD TAMPA FL 33609 This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A.of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule,but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Schedule 1.()Special Waiver Name of person or organization (X)Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2.Operations: All Texas Operations 3.Premium: The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4.Advance Premium: Policy Number:10 WB AR7J14 Endorsement Number: Effective Date:05/12/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:TVG-MGT Holdings, LP Form WC 42 03 04 B Printed in U.S.A. Process Date: Policy Expiration Date:05/12/25 Docusign Envelope ID: B9D098A3-ADE5-4D27-B060-F08A595B7E7D