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Resolution No. 2013-026 (2)RESOLUTION NO. 2013-26 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON ACCEPTING THE PROPOSAL OF CAINE & WEINER COMPANY, INC., AND APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND CAINE & WEINER COMPANY, INC., FOR COLLECTION OF PAST DUE RECEIVABLES WHEREAS, on October 16, 2012, the City Council of the City of Vernon adopted Resolution No. 2012-196, authorizing the issuance of a Request For Proposals for the function of collection of past due receivables (the "Services"); and WHEREAS, the City received one proposal in response to the request for proposals; and WHEREAS, by memorandum dated February 5, 2013, the Director of Light & Power recommends that the City accept the proposal of Caine & Weiner Company, Inc., ("Caine & Weiner"), and enter into a services agreement with Caine & Weiner, setting forth the terms and conditions under which Caine & Weiner will perform the Work (the "Agreement"). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the Agreement with Caine & Weiner Company, Inc., in substantially the same form as the copy which is attached hereto as Exhibit A. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute said Agreement, for and on behalf of, the City of Vernon, and the Interim City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby instructs the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized, including but not limited to, any nonsubstantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the Interim City Clerk, or the Interim City Clerk's designee, to send a fully executed Agreement to: Caine & Weiner Company, Inc. Attn.: Greg A. Cohen, President 21210 Erwin Street Woodland Hills, CA 91367 - 2 - SECTION 7: The Interim City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Interim City Clerk of the City of Vernon shall cause this resolution and the Interim City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 5th day of February, 2013. Name: William J. Davis TTE T: Da Reed, Interim City Clerk Title: Mayor / ayrr- ur r�,5 - 3 - STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Dana Reed, Interim City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2013-26, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, February 5, 2013, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this L day of February,_,2-Q-k3, at Vernon, California. (SEAL) Reed, Intefim City Clerk - 4 - EXHIBIT A SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CAINE & WEINER COMPANY, INC. FOR COLLECTION OF PAST DUE RECEIVABLES Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period COVER PAGE Caine & Weiner Greg A. Cohen, President Caine & Weiner 21210 Erwin Street Woodland Hills, CA 91367 Attention: Greg A. Cohen Phone: (818) 251-1701 Facsimile: (818) 251-1751 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino, Director of Light & Power Telephone: (323) 583-8811 ext. 834 Facsimile: (323) 826-1408 February 5, 2013 February 5, 2016 20% of all monies recovered, as more particularly described in Exhibit C Three (3) years, pursuant to Section 9.19 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CAINE & WEINER COMPANY, INC. FOR COLLECTION OF PAST DUE RECEIVABLES THIS Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and Caine & Weiner Company, Inc., a California corporation ("Contractor"). The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on February 5, 2013. 2.0 SCOPE OF SERVICES. 2.1 Contractor shall perform all work necessary to complete the services set forth in the Request for Proposals dated September, 2012, Exhibit "A", and Contractor's proposal to the City ("Proposal") dated November 16, 2012, Exhibit "B", both of which are attached to and incorporated into this Contract, by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed according to the standards then prevailing in the debt collection profession. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Contract. 3.2 Contractor shall not subcontract any services to be performed by it under this Contract without prior written approval of City. 3.3 All of the services required hereunder will be performed by Contractor or by City -approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. 4.0 TERM. The term of this Contract shall commence on February 5, 2013, and it shall continue until February 5, 2016, unless terminated at an earlier date pursuant to the - 2 - December 2012 provisions thereof. 5.0 COMPENSATION AND FEES. 5.1 Contractor has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in and around Los Angeles County for the same services. For satisfactory and timely performance of the services, the City will pay Contractor in accordance with the payment schedule set forth in Exhibit "C". 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment and transportation which may be required for furnishing services pursuant to this Contract. Materials shall be of the highest quality. The above Contract fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related costs and expenses. 6.0 PAYMENT. 6.1 As scheduled services are completed, Contractor shall submit to the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule. 6.2 Each such invoice shall state the basis for the amount invoiced, including a detailed description of the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed. 6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 6.4 Contractor understands and agrees that invoices which lack sufficient detail to measure performance will be returned and not processed for payment. 6.5 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. - 3 - December 2012 6.6 Payment of such invoices shall be payment in full for all services, authorized costs and authorized extra work covered by that invoice. 7.0 CHANGE ORDERS. There is no change order authority provided in this Contract. 8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services. 9.0 GENERAL TERMS AND CONDITIONS. 9.1 INDEPENDENT CONTRACTOR. 9.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent or employee of City and shall furnish such services in its own manner and method except as required by this Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 9.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 9.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act - 4 - December 2012 on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 9.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other documents prepared.by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents for its own files or for such other purposes as may be authorized in writing by the City. 9.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy or incompleteness. 9.5 WAIVER. The City's waiver of any term, condition, breach or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 9.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns. 9.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties or otherwise constitute a novation. 9.8 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from - 5 - December 2012 time to time, incorporated herein and applicable to the performance hereof, including but without limitation, the Vernon Living Wage Ordinance. Violation of any law material to performance of this Contract shall entitle the City to terminate the Contract and otherwise pursue its remedies. 9.9 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Contract, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 9.10 INTERPRETATION. 9.10.1 Applicable Law. This Contract, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California. 9.10.2 Entire Agreement. This Contract, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). 9.10.3 Written Amendment. This Contract may only be changed by written amendment signed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect. 9.10.4 Severability. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or unenforceable portion had never been part of this Contract. 9.10.5 Order of Precedence. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or - 6 - December 2012 otherwise incorporated by reference, the terms of this Contract shall strictly prevail. The terms of the City's Request for Proposals shall control over the Contractor's Proposal. 9.10.6 Choice of Forum. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 9.10.7 Duplicate Originals. There shall be two (2) fully signed copies of this Contract, each of which shall be deemed an original. 9.11 TIME OF ESSENCE. Time is strictly of the essence of this contract and each and every covenant, term and provision hereof. 9.12 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 9.13 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non-performance, breach or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 9.14 INDEMNITY. 9.14.1 Contractor agrees to indemnify, hold harmless and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, - 7 - December 2012 employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of: A. any activity on or use of City's premises or facilities or any performance under this Contract; or B. any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in connection with the performance of this Contract. 9.14.2 This agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). The sole negligence or willful misconduct of City, its employees or agents other than Contractor or Contractor's subcontractors are excluded from this indemnity agreement. 9,15 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. 9.15.1 Automobile Liability with minimum limits of at least $100,000/300,000/50,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if written on a Commercial automobile liability form. 9.15.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General 8 - December 2012 Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Contract. A. If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. is applicable. B. Blanket Contractual Coverage if required. C. Products/Completed Operations coverage where such risk 9.15.3 Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: A. Provide copy of permissive self-insurance certificate approved by the State of California; or B. Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its City Council, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or C. Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 9.15.4 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written - 9 - December 2012 notice to City. of no less than B:VIII. 9.15.5 Insurance shall be placed with insurers with a Best's rating 9.15.6 Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 9.15.7 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set- off or recoupment from any sums due Contractor. 9.16 NOTICES. Any notice or demand to be given by one party to the other be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: City of Vernon Attention: Carlos Fandino, Director of Light & Power 4305 Santa Fe Avenue Vernon, CA 90058 - 10 - December 2012 If to the Contractor: Caine & Weiner Attention: Greg A: Cohen 21210 Erin Street Woodland Hills, CA 91367 Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. 9.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Contract in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Contract is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on the services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 9.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. 11 - December 2012 9.19 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after termination of the Contract. The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall., upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead. 9.20 CONFLICT. Contractor hereby represents, warrants and certifies that no member, officer or employee of the Contractor is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. 9.21 ENFORCEMENT OF WAGE AND HOUR LAWS. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1 Y2 times the basic rate of pay. - 12 - December 2Q12 9.22 LIVING WAGES. Contractor, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City contracts. The Current Living Wage Standards are set forth in Exhibit "D". Upon request, certified payroll shall be provided to the City. 9.23 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor certifies and represents that, during the performance of this Contract, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Contractor further certifies that it will not maintain any segregated facilities. Contractor further agrees to comply with The Equal Employment Opportunity Practices provisions as set forth in Exhibit "E". [Signatures Begin on Next Page]. - 13 - December 2012 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and California municipal corporation By: William Davis, Mayor Caine & Weiner Company, Inc., a California corporation 0 Name: Title: ATTEST: By: Dana Reed, Interim City Clerk Name: Title: APPROVED AS TO FORM: Nicholas George Rodriguez, City Attorney -14- December 2012 EXHIBIT A REQUEST FOR PROPOSALS December 2012 EXHIBIT A City of Vernon Request for Proposals (REP) For the Function of Collection of Past Due Receivables 14 Cr LY City of Vernon City Administrator's Office 4305 Santa Fe Avenue, Vernon Ca 90058 Phone: (323) 583-8811 September 2012 I. INTRODUCTION.AND PROJECT The City of Vernon (City) is currently seeking Proposals from qualified business entities for the function of Collection of Past Due Receivables ("Collections"). The City will select a business entity which demonstrates proven capabilities of serving in handling collections. The proposers must should reflect a knowledge of current "best practices" in Collections, have demonstrated history of success in similar Collections, provide a proposed scope of work, and a proposed fee schedule, for an initial one-year. period of rendering services with two renewal options of one year, in the sole discretion of the City Administrator. II. BACKGROUND The City of Vernon was founded in 1905, is approximately 5.2 square miles in size and is located approximately 5 miles southeast of downtown Los Angeles California. Over its long history Vernon has been developed as an industrial community. At the turn of the 201h century the lands that make up Vernon were comprised largely of farmlands. The presence of three major rail lines in the area led influential business men and property owners to encourage the railroad companies to run spur lines onto the farmlands. These rail extensions enabled the creation of an "exclusively industrial" city. By the 1920's Vernon was attracting large stockyards and meatpacking facilities. In the 1930's Vernon became the location of choice for many heavy industrial plants. As economic conditions changed over the decades, these large scale industrial operations have relocated out of Southern California and Vernon has attracted smaller, lighter industrial facilities. The City's business friendly environment, low cost utilities and key location for trucking and rail transport continue to position Vernon as an ideal location for industrial uses. City Government: The City Council consists of five members, elected from the City at - large, who serve five-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tem from its own membership to serve one-year terms. III. SCOPE OF SERVICES The City of Vernon generates 122 million in revenue for electric, water, gas, business licenses, and miscellaneous services every fiscal year. Of this total revenue, approximately $250,000 is written off to bad debt with the average balance due per account to be around $1500.00. Over 80 percent of the bad debt volume is generated by the City of Vernon Light & Power Department with the remainder coming from damage property, permit fees and false alarms permits. Each Proposal shall include a description of a full scope of services, including at least the following elements: • Manner in which the City would provide claims for collection. • Manner in which claims would be evaluated and processed to and through any required litigation. • Manner in which "best practices" for collection are observed and how consumer claims for unfair collection practices, if any, would be handled. • Fees charged, as a percentage of successful collections as well as a specification of the exact dollar amounts of any additional costs or charges which the City would be required to pay. • Manner in which records will be kept and reports will be generated for the City of all Collections. IV. PROPOSED FORMAT The selected provider shall work with the City's personnel to ensure the highest level of successful Collections. A. Assumptions: Proposals should include a list of assumptions made in preparation of the proposal on a separate page entitled, "Assumptions Upon Which This Proposal is Based." This section should also specifically set forth those documents and data which the prospective Coordinator expects to be provided by the City. B. Schedule: Proposals should provide a detailed schedule for the handling of typical Collection matters to the extent reasonably possible and foreseeable. C. Fees and Costs: Fees charged, as a percentage of successful collections as well as a specification of the exact dollar amounts of any additional costs or charges which the City would be required to pay. Cost information shall be submitted in a separate sealed envelope. V. QUALIFICATIONS & CRITERIA A. Qualifications: The City of Vernon will select a firm to handle Collections on the basis of qualifications, experience, and cost. The following are the minimum qualifications to be used to evaluate responses to this Request for Proposal: The proposer has advanced knowledge of the laws and practices relating to Collections and consumer debt collection performing the requested services. 2. The proposer has a demonstrated track record of success in handling Collections of an equal or greater level of receivables than that described in Section III, above. 3. Each proposer shall provide three references, preferably from governmental entities, for relevant work performed in the past five years. When possible, include references from cities of a similar size and character to Vernon. If the proposer does not have three governmental entity references, references from private entities may be provided. 4. The proposer can demonstrate understanding of the assignment and knowledge of the skills necessary to serve in the role of handling Collections. B. Selection Criteria: The following items will be used to evaluate each proposer: 1. Qualifications, background and prior experience of the firm. Experience of key staff assigned to oversee Collections for Vernon. Evaluation of the size and scope of similar work performed and success on that work. 2. Soundness of accounting and reporting procedures. 3. Cost and fees to Vernon for handling Collections. Cost is not the sole determining factor but will be taken into consideration. 4. Responsiveness to the RFP, and quality and responsiveness of the proposal. 5. References including past performance of proposer. VI. FORMAT AND DELIVERY RESPONSE Respondents are asked to submit seven (7) copies of their proposals in sufficient detail to allow for a thorough evaluation and comparative analysis. The proposal should include, at a minimum, the following information in sectionalized format addressing all phases of the work in the RFP. A. Format: Limit your proposal to 20 typed 8.5" x I I" pages, or fewer, on white bond paper of at least 20-pound weight single sided (excluding cover letter and attachments). You may attach company brochure materials if you wish, but these must be as separate attachments and independent from the required elements noted. above. I. Use a conventional typeface with a minimum font size of 12 points. Use a 1" margin on all boarders. 2. Organize your submittal in the order described above. 3. Provide one (1) unbound original of your firm's response and one electronic version 4 4. Prominently label the package: "RFP for the Function of Collection of Past Due Receivables" and include the name of the prime respondent. Deliver the response to: City of Vernon Attention: Javier Valdez, Business & Account Supervisor Finance Department 4305 Santa Fe Avenue Vernon, CA 90058 5. Responses are due on or before 5:00 p.m., on October 29, 2012. Late responses will not be accepted. 6. If you have any questions please contact Anthony Serrano at (323) 583-8811 Extension 202 B. Cover Letter: All proposals shall include a cover letter which states that the proposal shall remain valid for a period of not less than ninety (90) days from the date of submittal. If the proposal contemplates the use of sub -contractors, the sub -contractors shall be identified in the cover letter. If the proposal is submitted by a business entity, the cover letter shall be signed by an officer authorized to contractually bind the business entity. With respect to the business entity, the cover letter shall also include: the identification of the business entity, including the name, address and. telephone number of the business entity; and the name, title, address and telephone number of a contact person during the proposal evaluation period. C. Introduction: Present an introduction of the proposal and your understanding of the assignment and significant steps, methods and procedures to be employed by the proposer to ensure quality deliverables that can be delivered within the required time frames and your identified budget. D. General Scope of Work: Briefly summarize the scope of work as the proposer perceives or envisions it. E. Work Plan: Present concepts for conducting the work plan and interrelationship of all products. Define the scope of each task including the depth and scope of analysis or research proposed. F. Specific Work Products: Identify the specific end products that will be submitted. Include concepts as to the form and content of each work product. 5 G. Proposed Schedule: Present a comprehensive schedule reflecting time frames and milestones for completing each phase and task. Include key decision points, interviews, workshops and Public Hearings H. Fees and costs: Although an important aspect of consideration, the financial cost estimate will not be the sole justification for consideration. Negotiations may or may not be conducted with the proposer; therefore, the proposal submitted should contain the proposer's most favorable terms and conditions, since selection and award may be made without discussion with any firm. All prices should reflect "not to exceed" amounts per item. Ability of the Proposer to Perform: Provide a detailed description of the proposer and his/her/its qualifications, including names, titles, detailed professional resumes and past experience in similar work efforts/products of key personnel who will be working on the assignment. Provide a list of specific related work projects that have been completed by the proposer which are directly related to the assignment described in this RFP. Note the specific individuals who completed such project(s). Identify role and responsibility of each member of the project team. Include the amount of time key personnel will be involved in the respective portions of the assignment. Respondents are encouraged to supply relevant examples of their professional product. Provide a list of references. The Coordinator shall not subcontract any work under the RFP nor assign any work without the prior written consent of the City. J.Affidavit of Non -Collusion. Proposer must submit a completed and signed, "Affidavit of Non -Collusion." (Copy attached as Exhibit A). VII. ADDENDA, CHANGES, AND AMENDMENTS TO THIS SOLICITATION At any time prior to the due date for responses, the City may make changes, amendments, and addenda to this solicitation, including changing the date due to allow respondents time to address such changes. Addenda, changes, and amendments, if made, will be posted on the City's website (www.cityofvemon.org); which is deemed adequate notice. A proposer may make a request to the City's project coordinator to be placed on a list of persons to receive notice of any such addenda, changes, or amendments. The preferred manner of communications is via e-mail due to its timeliness. VIII. CONDITIONS FOR RESPONSES TO RFP The following conditions apply to this RFP process: A. Nothing contained in this RFP shall create any contractual relationship between the respondent and the City. B. This RFP does not obligate the City to establish a list of service providers qualified as prime contractors, or award a contract to any respondent. The City reserves the right to amend or cancel this RFP without prior notice, at any time, at its sole discretion. C. The City shall not be liable for any expenses incurred by any individual or organization in connection with this RFP. D. No conversations or agreements with any officer, agent, or employee of the City shall affect or modify any terms of this RFP. Oral communications or any written/e-mail materials provided by any person other than designated contact staff of City shall not be considered binding. E. The City reserves the right, in its sole discretion, to accept or reject any or all Proposals without prior notice and to waive any minor irregularities or defects in a Proposal. The City reserves the right to seek clarification on a Proposal with any source. F. The dates, times, and sequence of events related to this RFP shall ultimately be determined by the City. The schedule shown above is subject to change, at the sole discretion of the City, although the City will attempt to follow it and, if it must be altered, will attempt to provide reasonable notice of the changes. G. Respondents shall not issue any news release pertaining to this RFP, or the City without prior written approval of the City. H. • All submitted proposals and information included therein or attached thereto shall become public record upon delivery to the City Administrator's Office. IX, RIGHT BY THE CITY TO WITHDRAW THIS REQUEST The City may, at its sole discretion and for any reason whatsoever, withdraw this solicitation at any time. X. STANDARD TERMS AND CONDITIONS. Prior to the award of any work hereunder, City and proposer shall enter into the written contract attached hereto as Exhibit B. Proposers responding to this RFP are strongly advised to review all the terms and conditions of the Contract. EXHIBIT A AFFIDAVIT OF NON -COLLUSION BY CONTRACTOR STATE OF CALIFORNIA ) ) as COUNTY OF LOS ANGELES ) being first duly sworn deposes and says that he/she is (Insert "Sole Owner", "Partner", "President, "Secretary", or other proper title) (Insert name of bidder) who submits herewith to the City of Vernon a proposal; That all statements of fact in such proposal are true; That such proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation; That such proposal is genuine and not collusive or sham; That said bidder has not, directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract; and further That prior to the public opening and reading of proposals, said bidder: a. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham proposal; b. Did not directly or indirectly, collude, conspire, connive or agree with anyone else that said bidder or anyone else would submit a false or sham proposal, or that anyone should refrain from bidding or withdraw his proposal; C. Did not, in any manner, directly or indirectly seek by agreement, communication or conference with anyone to raise or fix the proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his proposal price, or of that of anyone else; d. Did not, directly or indirectly, submit his proposal price or any breakdown thereof, or the contents thereof,or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except the City of Vemon, or to any person or persons who have a partnership or other financial interest with said bidder in his business. 1 certify under penalty of perjury that the above information is correct EXHIBIT B SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] Contractor: Responsible Principal of Contractor: Notice Information - Contractor: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period COVER PAGE [insert name of contractor] [insert name, title] [insert name of contractor] [insert street address] [insert city, state, zip code] Attention: [insert name, title] Phone: [insert phone number] Facsimile: [insert fax number] City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: [insert department head] [insert department head title] Telephone: (323) 583-8811 ext. [insert] Facsimile: [insert fax number] [insert commencement date] [insert termination date] Total not to exceed $[insert amount] (includes all applicable sales tax); and more particularly described in Exhibit B [insert number of years contractor must retain records] September 2012 SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND [CONTRACTOR'S NAME] FOR [BRIEF DESCRIPTION OF SERVICES] THIS Contract is made between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and [Contractor's Name], a [State incorporated in] corporation ("Contractor"). The City and Contractor agree as follows: 1.0 EMPLOYMENT OF CONTRACTOR. City agrees to engage Contractor to perform the services as hereinafter set forth as authorized by the City Council on 2.0 SCOPE OF SERVICES. 2.1 Contractor shall performall work necessary to complete the services set forth in the Request for Proposals dated , Exhibit "A," and Contractor's proposal to the City ("Proposal") dated Exhibit "B," and according to an agreed upon Schedule, Exhibit "C," all of which are attached to and incorporated into this Contract by reference. 2.2 All services shall be performed to the satisfaction of City. 2.3 All services shall be performed according to the standards then prevailing in the [state] profession. 3.0 PERSONNEL. 3.1 Contractor represents that it employs, or will employ, at its own expense, all personnel required to perform the services under this Contract. 3.2 Contractor shall not subcontract any services to be performed by it under this Contract without prior written approval of City. 2 September 2012 3.3 All of the services required hereunder will be performed by Contractor or by City -approved subcontractors. Contractor, and all personnel engaged in the work, shall be fully qualified and authorized or permitted under State and local law to perform such services and shall be subject to approval by the City. 4.0 TERM. 4.1 The term of this Contract is for a period of three years, commencing with its signing and continuing to and through [state date]. 5.0 COMPENSATION AND FEES. 5.1 For satisfactory and timely performance of the services, the City will pay Contractor an amount not to exceed , in accordance with the payment schedule set forth in Exhibit "C", and subject to the terms and conditions of Exhibit "A". 5.2 Contractor's grand total compensation for the entire term of this Contract shall not exceed [state amount] without the prior authorization of the City Council. 5.3 Contractor shall, at its sole cost and expense, furnish all necessary and incidental labor, material, supplies, facilities, equipment and transportation which may be required for furnishing services pursuant to this Contract. Materials shall be of the highest quality. The above Contract fee shall include all staff time and all clerical, administrative, overhead, insurance, reproduction, telephone, air travel, auto rental, subsistence, and all related expenses. 6.0 PAYMENT. 6.1 As scheduled services are completed, Contractor shall submit to 3 September 2012 the City an invoice for the services completed, authorized expenses, and authorized extra work actually performed or incurred according to said schedule. 6.2 Each such invoice shall state the basis for the amount invoiced, including the services completed, the number of hours spent, reimbursable expenses incurred and any extra work performed. 6.3 Contractor shall also submit a progress report with each invoice that describes in reasonable detail the services and the extra work, if any, performed in the immediately preceding calendar month. 6.4 City will pay Contractor the amount invoiced within thirty (30) days after the City approves the invoice. 6.5 Payment of such invoices shall be payment in full for all services, authorized costs and authorized extra work covered by that invoice. 7.0 CHANGE ORDERS. There is no change order authority provided in this Contract. 8.0 CITY'S RESPONSIBILITY. City shall cooperate with Contractor as may be reasonably necessary for Contractor to perform its services; and will give any required decisions as promptly as practicable so as to avoid unreasonable delay in the progress of Contractor's services. 9.0 GENERAL TERMS AND CONDITIONS. 9.1 INDEPENDENT CONTRACTOR. 9.1.1 It is understood that in the performance of the services herein provided for, Contractor shall be, and is, an independent contractor, and is not an agent or employee of City and shall furnish such services in its own manner and method 4 September 2012 except as required by this Contract. Further, Contractor has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed by Contractor in the performance of the services hereunder. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its employees, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. 9.1.2 Contractor acknowledges that Contractor and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of the City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 9.2 CONTRACTOR NOT AGENT. Except as the City may authorize in writing, Contractor and its subcontractors shall have no authority, express or implied, to act on behalf of or bind the City in any capacity whatsoever as agents or otherwise. 9.3 OWNERSHIP OF WORK. All reports, drawings, plans, specifications, computer tapes, floppy disks and printouts, studies, memoranda, computation sheets and other documents prepared by Contractor in furtherance of the work shall be the sole property of City and shall be delivered to City whenever requested. Contractor shall keep such documents and materials on file and available for audit by the City for at least three (3) years after completion or earlier termination of this Contract. Contractor may make duplicate copies of such materials and documents 5 September 2012 for its own files or for such other purposes as may be authorized in writing by the City. 9.4 CORRECTION OF WORK. Contractor shall promptly correct any defective, inaccurate or incomplete tasks, deliverables, goods, services and other work, without additional cost to the City. The performance or acceptance of services furnished by Contractor shall not relieve the Contractor from the obligation to correct subsequently discovered defects, inaccuracy or incompleteness. 9.5 WAIVER. The City's waiver of any term, condition, breach or default of this Contract shall not be considered to be a waiver of any other term, condition, default or breach, nor of a subsequent breach of the one waived. 9.6 SUCCESSORS. This Contract shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, successors and/or assigns. 9.7 NO ASSIGNMENT. Contractor shall not assign or transfer this Contract or any rights hereunder without the prior written consent of the City and approval by the City Attorney, which may be withheld in the City's sole discretion. Any unauthorized assignment or transfer shall be null and void and shall constitute a material breach by the Contractor of its obligations under this Contract. No assignment shall release the original parties or otherwise constitute a novation. 9.8 COMPLIANCE WITH LAWS. Contractor shall comply with all Federal, State, County and City laws, ordinances, rules and regulations, which are, as amended from time to time, incorporated herein and applicable to the performance hereof, including but without limitation, the Vernon Living Wage Ordinance. Violation of any law material to performance of this Contract shall entitle the City to terminate the 6 September 2012 Contract and otherwise pursue its remedies. 9.9 ATTORNEY'S FEES. If any action at law or in equity is brought to enforce or interpret the terms of this Contract, the prevailing parry shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 9.10 INTERPRETATION. 9.10.1 Applicable Law. This Contract, and the rights and duties of the parties hereunder (both procedural and substantive), shall be governed by and construed according to the laws of the State of California. 9.10.2 Entire Agreement. This Contract, including any exhibits attached hereto, constitutes the entire agreement and understanding between the parties regarding its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, correspondence, documentation and agreements (written or oral). 9.10.3 Written Amendment. This Contract may only be changed by written amendment signed by Contractor and the City Administrator or other authorized representative of the City, subject to any requisite authorization by the City Council. Any oral representations or modifications concerning this Contract shall be of no force or effect. 9.10.4 Severability. If any provision in this Contract is held by any court of competent jurisdiction to be invalid, illegal, void, or unenforceable, such portion shall be deemed severed from this Contract, and the remaining provisions shall nevertheless continue in full force and effect as fully as though such invalid, illegal, or 7 September 2012 unenforceable portion had never been part of this Contract. 9.10.5 Order of Precedence. In case of conflict between the terms of this Contract and the terms contained in any document attached as an Exhibit or otherwise incorporated by reference, the terms of this Contract shall strictly prevail. 9.10.6 Choice of Forum. The parties hereby agree that this Contract is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Contract shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 9.10.7 Duplicate Originals. There shall be two (2) fully signed copies of this Contract, each of which shall be deemed an original. 9.11 TIME OF ESSENCE. Time is strictly of the essence of this contract and each and every covenant, term and provision hereof. 9.12 AUTHORITY OF CONTRACTOR. The Contractor hereby represents and warrants to the City that the Contractor has the right, power, legal capacity and authority to enter into and perform its obligations under this Contract, and its execution of this Contract has been duly authorized. 9.13 ARBITRATION OF DISPUTES. Any dispute for under $25,000 arising out of or relating to the negotiation, construction, performance, non- performance, breach or any other aspect of this Contract, shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration 8 September 2012 Association at Los Angeles, California and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. The City does not waive its right to object to the timeliness or sufficiency of any claim filed or required to be filed against the City and reserves the right to conduct full discovery. 9.14 INDEMNITY. 9.14.1 Contractor agrees to indemnify, hold harmless and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of: A. any activity on or use of City's premises or facilities or any performance under this Contract; or B. any acts, errors or omissions (including, without limitation, professional negligence) of Contractor, its employees, representatives, subcontractors, or agents in connection with the performance of this Contract. 9.14.2 This agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Contractor and its employees or agents, and members of the general public). The sole negligence or willful misconduct of City, its employees 9 September 2012 or agents other than Contractor or Contractor's subcontractors are excluded from this indemnity agreement. 9.15 INSURANCE. Contractor shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Contract, including any extensions thereto. The policies shall state that they afford primary coverage. 9.15.1 Automobile Liability with minimum limits of at least $100,000/300,000/50,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if written on a Commercial automobile liability form. 9.15.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its directors, commissioners, officers, employees, agents and volunteers must be endorsed on the policy as additional insureds as respects liability arising out of the Contractor's performance of this Contract. A. If Contractor employs other contractors as part of the services rendered, Contractor's Protective Coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth herein. B. Blanket Contractual Coverage if required. 10 September 2012 C. Products/Completed Operations coverage where such risk is applicable. 9.15.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. 9.15.4 Contractor shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: A. Provide copy of permissive self-insurance certificate approved by the State of California; or B. Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its City Council, commissioners, officers, employees, and volunteers for losses arising from performance of this Contract; or C. Provide a "waiver" form certifying that no employees subject to the Labor Code's Workers' Compensation provision will be used in performance of this Contract. 9.15.5 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice to City. 9.15.6 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII. 11 September 2012 9.15.7 Prior to commencement of performance, Contractor shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 9.15.8 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Contractor by way of set-off or recoupment from sums due Contractor, at City's option; (b) immediately terminate this Contract; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor. 9.16 NOTICES. Any notice or demand to be given by one party to the other shall be given in writing and by personal delivery or prepaid first-class, registered or certified mail, addressed as follows. Notice simply to the City of Vernon or any other City department is not adequate notice. If to the City: 12 September 2012 If to the Contractor: Any such notice shall be deemed to have been given upon delivery, if personally delivered, or, if mailed, upon receipt or upon expiration of three (3) business days from the date of posting, whichever is earlier. Either party may change the address at which it desires to receive notice upon giving written notice of such request to the other party. 9.17 TERMINATION FOR CONVENIENCE (Without Cause). City may terminate this Contract in whole or in part at any time, for any cause or without cause, upon fifteen (15) calendar days' written notice to Contractor. If the Contract is thus terminated by City for reasons other than Contractor's failure to perform its obligations, City shall pay Contractor a prorated amount based on -the -services satisfactorily completed and accepted prior to the effective date of termination. Such payment shall be Contractor's exclusive remedy for termination without cause. 9.18 DEFAULT. In the event either party materially defaults in its obligations hereunder, the other party may declare a default and terminate this Contract by written notice to the defaulting party. The notice shall specify the basis for the default. The Contract shall terminate unless such default is cured before the effective date of termination stated in such notice, which date shall be no sooner than ten (10) days after the date of the notice. Termination for cause shall relieve the terminating party of further liability or responsibility under this Contract, including the payment of money, except for payment for services satisfactorily and timely performed prior to the service of the notice 13 September 2012 of termination, and except for reimbursement of (1) any payments made by the City for service not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by the City in obtaining substitute performance. 9.19 MAINTENANCE AND INSPECTION OF RECORDS. The City, or its authorized auditors or representatives, shall have access to and the right to audit and reproduce any of the Contractor's records to the extent the City deems necessary to insure it is receiving all money to which it is entitled under the Contract and/or is paying only the amounts to which Contractor is properly entitled under the Contract or for other purposes relating to the Contract. The Contractor shall maintain and preserve all such records for a period of at least 3 years after termination of the Contract. The Contractor shall maintain all such records in the City of Vernon. If not, the Contractor shall, upon request, promptly deliver the records to the City of Vernon or reimburse the City for all reasonable and extra costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, such additional (out of the City) expenses for personnel, salaries, private auditors, travel, lodging, meals and overhead. 9.20 CONFLICT. Contractor hereby represents, warrants and certifies that no member, officer or employee of the Contractor is a director, officer or employee of the City of Vernon, or a member of any of its boards, commissions or committees, except to the extent permitted by law. 9.21 Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Contractor, or subcontractor, if any, shall forfeit twenty-five 14 September 2012 dollars ($25) for each worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/2 times the basic rate of pay. Living Wages. In addition, Contractor, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. 15 September 2012 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City [CONTRACTOR'S NAME, a [State and California municipal corporation incorporated in] corporation By: By: Mayor / Mayor Pro-Tem ATTEST: Dana Reed, Acting City Clerk APPROVED AS TO FORM: Nicholas Rodriguez, City Attorney Title: an Name: Title: 16 September 2012 EXHIBIT A SCOPE OF SERVICES 17 September 2012 PROPOSAL 18 September 2012 EXHIBIT C SCHEDULE 19 September 2012 EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wailes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. 20 September 2012 EXHIBIT B PROPOSAL December 2012 EXHIBIT B Proposal for the Collection of Past Due Receivables created exclusively for The City of Vernon Caine &Weiner 7Excellenc!ein Global Receivables Solutions Service, Personal Attention —Proven Results Gw Y i.5 r t� lFur - b _z �<yy7 7 i C r q, el�� � r �H it iY=�1 �j Z"'i B r `O n� � ;w y/y,Wuwwdv�ueF�sA�r waeaw+uY+t<aFi xwv',,. Caine & Weiner ISM, pref F!rEYIf--;, c. t':i f.; d'�'J": cNal AS, �,2 €:: C:➢l6R k`�'f':s E'E;'f„Q�P Vc A'�'tC- www. <.-ine-weiner.com Los Angeles Chicago Louisville Buffalo Dallas 1 'YI In resp iije�to your Octob'er'25" RFP•; for Collection of:R_asx DueAR ceivables We are ` ,?hoporedatq submit our, proposal to 11e .ily of Vernon. Please be; �dvl�l'it shall re me valid'for a period of not less than• ninety (9`0) days'from the date of subliiittal All servjoes provided to She City of Venw'willabe perforfned in- house by Caine 8,1Nei�Ier eliminating lhe,need for sub -contractor services. As requested in Section V1 3 of your RFP, our pontacfinformation 'is: Caine & Weiner 21210 Erwin St. Woodland Hills; CA 91367 818-226-6000' 818-226-.6010 Throughouttthe proposal evaluation period please feel free to contacts Steve Simon Vice President -Operations Services 21210 Erin St. Woodland Hills, CA 91367 $18-251-1722 818-866-357-4988 steve.simonCaD-caine-weiner coin Our proposal has been prepared in accordance with your requested format and we are amicable to the terms and conditions. Caine & Weiner takes considerable pride in the longstanding relationships we've established with municipalities and utility companies and look forward to.an opportunity to provide the City of Vernon with,00ry expertise r�l5tinii I performance and unmatched 7 customeservice. s Ffia(ik,y§u.fiDrtheopportunitytoparklcipae nyoufa9elcyseleotiori,process. 4. v sh r s kf6a Sincerely, . 4,w AT. ' s yF GREG A COHEN President & CEO. r16 Pl 0 sy+�``,;.;: Tel: (818) 251-1701 ht sine-wein .com EST Fax: 818 251-1751 • " < 1990 ( ) greg.when@caine-weiner.com Caine & Weiner ^r& d4 rf z r "1 _# Accounts Receivable Management and Collection Services g" -.s€ -_I 21210 ERWIN ST., WOODLAND RILLS, CA 91367 TEL (818) 226-6000 FAX (818) 226-6010 d'i ri, z i Los Angeles,CA•Chicago, IL•Louisville, KY - Buffalo, NY • Dallas, TX www.caine-weiner.com Table of Contents City of Vernon Collection of Past Due Receivables Proposal 1-17 About Caine & Weiner 1 Mission Statement 2 Introduction 3 Strategy & Implementation 4 File Handling Procedure 5 The PIF Process 7 Forwarding 8 Litigation 9 Communication & Reporting 10 System Technology 11 Placing files For Collection 13 Debtor Payment Options 14 Remittance Procedure 15 The Law Offices of Pucin & Friedland, P.C. 16 Collection Center Locations 17 Why use Caine & Weiner? 18 Frequently asked questions 21 Exhibits State Licenses & Registration Tab 1 Insurance & Bonding Tab 2 Certification Tab 3 Caine & Weiner's vital role in the U.S. economy Tab 4 Global Credit Solutions Tab 5 Who are some of our clients? Tab 6 Is your collection agency meeting your expectations? Tab 7 Web Presence/Newsletter Tab 8 Attachments Report Samples Collection Letters Non -Collusion Affidavit Fee & Cost Schedule (Sealed) Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 1. Introduction Caine & Weiner is honored to have been invited by the City of Vernon to submit our proposal in response to your October 25, 2012 Request for Proposal —Collections of Past Due Receivables. Collecting the delinquent debts outlined in your RFP is well within Caine & Weiner's level of expertise. Caine & Weiner currently provides debt recovery activities for City of Los Angeles, the Los Angeles Department of Water & Power, and the City of Pomona among other municipalities. By using our services to address the recovery of your delinquent commercial utility accounts, city property damage, city permits and business false alarms, The City of Vernon derives "the best of both worlds" —the resources, facilities and collection platform of a large agency with a record of proven performance in the recovery of municipality debt recovery, combined with the personalized service and responsiveness of a small, local agency. Founded in 1930 and headquartered in Los Angeles, Caine & Weiner is a solution -based accounts receivable management enterprise that provides effective 15t and 3rd party collection solutions to commercial (B2B) and consumer (62C) businesses representing every major industry, including many Fortune 500 Companies and municipalities. We are renowned for our collection excellence and outstanding client service, explaining in part why some of our clients have continuously used our services for over 35 years. Caine and Weiner has the technology and collection expertise to produce maximum recovery results on behalf of The City of Vernon. As the 4tn oldest agency in the country, Caine & Weiner is highly regarded in the collection industry and a founding member of the Commercial Collection Agency, certified by the Commercial Law League of America. Our revenue is derived almost exclusively from our collection activity, in which we've recovered over $1 billion on behalf of our clients. II. Assumptions upon which this proposal is based In presenting this proposal to the City of Vernon the following assumptions have been made: 1 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 • Collection activity to be performed will be primarily for commercial business entities with approximately 20%consisting of consumer debt. • The City of Vernon will be submitting accounts electronically in one of several formats available incoordination with the Caine & Weiner IT team. Files submitted for collection will be accepted in a hard copy format if required. Placements will be submitted on at least a monthly basis. • Files placed for collection will contain data to include the following: * Debtor Name/Entity Details * Address/Phone/E-mail data as available * Contact name if possible * City of Vernon Account/Reference number/Debt Type * Date ranges for unpaid services/Incident dates * Amount owed to the City * Debt description * Last Charge Date/Last Payment date if possible • The City will be selecting only one agency to receive the contract award • There is no blanket settlement authority on the files. • The City of Vernon will designate a contact person with whom we can communicate as needed regarding account details, status updates, backup documentation requests, etc. • That collection activity performed on behalf of the City of Vernon will be performed on a contingency fee collection basis, with net monies recovered remitted to the City either weekly or monthly per City preference • The City must pre -approve any files authorized for litigation • Annual placements will be approximately $250,000 Ill. General Scope of Work With a proven track record of municipality debt recovery, Caine & Weiner's goal is to generate maximum debt recovery for the City of Vernon for delinquent balances which otherwise is written off. Your RFP states this figure is approximately $250,000 consisting mostly of bad debt generated by the Light & Power Department. As your provider, Caine & Weiner is able to accept files via electronic or hard copy methods including fixed length, Excel, Access and other formats as required by our clients. Our systems are extremely flexible as it relates to the exact format for new file placement. We can provide templates for use by our clientele prior to sending new files if needed. Our software can easily accommodate importing the data from any source as mentioned above. We do accept hard copy files for manual data entry. Typically, our 2 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 clients provide an Excel spreadsheet with all pertinent information regarding name, address, phone, amount due, customer number, invoice numbers, last payment date, last payment amount, date of last charge, and more. Backup documentation is not required on each account but if provided is easily and securely scanned into the imaging system of our collection software for collector access. To best facilitate this process, upon award of the contract, meetings would be arranged, either in person or via conference call, between key personnel at the City and Caine & Weiner. The purpose of the meetings is to determine the specific collection processes, from file placement through payment remittance of collected funds, which would occur on the accounts placed by the City for collection activity. These meetings would establish in significant detail file placement methodology, collection activity time frames, settlement parameters, communication protocols between the two organizations regarding daily collection activity, backup documentation requests, remittance time frames and much more. Caine & Weiner would then set up our internal systems and establish client protocols as appropriate. Additional key factors: • IT testing and validation of EDI processes, including sample placement files (if needed) • Timely data security adjustments made as needed • Data validation after placement of accounts • Introductions of CW client relations team to City of Vernon personnel • Training for your personnel on CW Connect on line access product • Establish internal Key Performance Indicators and performance scorecards for your A/R portfolios • Monthly and quarterly business reviews, internal and with the City, to include KPI tracking • Ongoing training from City personnel on department specifics and recovery expectations • Scheduling of calls to discuss results, account handling, benchmarking, and partnering to maximize recoveries for the City 3 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 Files are also easily placed with Caine & Weiner in a secure fashion via our CW Connect product and its robust client file upload/download features. A secure VPN tunnel and file transfer protocols can also be established for file placement. The placement file is reviewed and downloaded into CUBS, our Columbia Ultimate Business Systems Collection software. Immediately upon placement, an acknowledgment is sent to the client to confirm the number and dollar amounts of the placement. An initial demand letter is concurrently sent to the debtor that meets all FDCPA and FCRA requirements. These letters can be pre -approved by the client as required. Our software can automatically allocate accounts to a pre-set group of collectors based on client parameters. Each collector is given a maximum number of files to handle which ensures that timely call cycles and activity is maintained on each account. Commercial accounts are assigned to specific collectors with experience in asset investigation, contract evaluation and pre -litigation negotiation among other skills. Each new file is also screened through two national databases, Accolaid and Banko. Respectfully those databases verify the debtor's address and telephone and determine if there has been a recent bankruptcy filing. Such pre-screening allows us, if necessary, to immediately commence skip tracing action or refrain from collection action if bankruptcy was filed. If the original phone number and/or address are invalid, our commercial collectors use an unlimited access to the LexisNexis database to run a Business Report and determine the current corporate status of the company and research available assets, corporate ownership, sole proprietor status, etc. We also feature the Cortera product, specifically designed to pull business details from multiple online databases. Cortera provides access to property records for the business location, corporate officer listings, asset portfolios and more. If there is a personal guarantee on the account, every effort is made to pursue the individual responsible for the debt under FDCPA guidelines for consumer collections. All consumer accounts are scored through a vendor partner Intelitech to determine the anticipated likelihood of collection and overall potential dollars per account. The scores are integrated into the daily collection processes. Work queues and dialer campaigns are updated daily based upon the current scores of each account. Work flow for the collectors is adjusted daily to contact the best accounts during the most beneficial times of day. Contact attempts are tracked daily as well and more effort is put into the higher scored accounts throughout the entire collection process. Specific targets are established regarding work flow by score/category that enable our collectors to spend the vast majority of their time contacting the best possible accounts. Collection results 4 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 are tracked against the effort on each account to insure maximum dollars are recovered on each file. More details as to the scoring process and methodology can be provided upon request by our clients. If the original phone number and/or address are invalid on an account, our LexisNexis feature allows our collection team to search a 16 million -record database for nearby information, potential work phone numbers, etc. This online feature enhances our ability to locate missing debtors. It includes access to property records, reverse directories, etc. and is accessible at any time by our collection and skip tracing teams. Files without valid phone numbers are immediately moved to a skip trace desk for further work. In addition to using the LexisNexis database, skip trace personnel have access to all online search engines and our own internal 2 million record data base. Once a valid phone number is found the file is immediately moved to a collector's desk for further collection activity. Our skip tracing specialists are equipped with an extensive source of effective skip tracing resources. Some of them include: Accolaid Banko Experian Equifax TransUnion E-bureau LexisNexis Dun & Bradstreet Accurint National Change of Address Database Bankruptcy Database Caine & Weiner developed the PIFZ account handling procedure to ensure that each debtor account receives optimal handling and 100% accountability. PIFZ HANDLING METHOD • P= Primary collector 1-45 Days • 1= Intermediate collector 46-90 Days • F= Final collector 91-120 Days • 2= Supervisor/Manager review 120+ Days Account flow manager automatically changes desk assignment. 5 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 The process ensures that each account properly advances through the collection process and that management consistently reviews it at regular day intervals. By using multiple collectors and management's continuous review, the PIFZ handling procedure is a very effective method that produces outstanding results. Primary, intermediate and final demand account resolution specialists are teamed to each account. The handling is closely monitored throughout the collection cycle by the unit supervisor. If a determination is made that the account should be closed due to non-payment, a 2-step management review process is conducted. The collection cycle, built within the PIFZ procedure is designed to maximize amicable resolution and continues for approximately 120-180 days. During this time frame, all means of communication with the debtor are used to convey urgency and resolve the matter. The exact time period will vary depending upon the portfolio and the circumstances of each file. For accounts placed at a value over a mutually established dollar amount in which we are unable to collect the monies through our in-house collection efforts, Caine & Weiner features tremendous internal and external options for debt recovery. The Law Offices of Pucin & Friedland is Caine & Weiner's affiliated legal entity that shares our mission to provide our stakeholders with enhanced due diligence, accountability, control, lower costs and increased results throughout the entire recovery cycle, specifically focused on pre -litigation and litigation services. Their team of highly skilled and experienced creditors' rights attorneys serves the entire enterprise and is strategically located in our Los Angeles and Chicago call centers. If our in-house collection efforts have been exhausted and after management review the debtor appears viable with attachable assets, the file is forwarded to the Law Firm with client permission. All files remain in our primary collection database and all collection activity is documented throughout the entire legal collection process up to and including any litigation efforts and remittance of funds. Collection efforts include legal demand letters and calls both from experienced legal collectors and the attorneys. The City of Vernon would continue to have 24/7 online access to the files via our CW Connect product. The firm manages each file to completion regardless of the physical location of the debtor. The firm works with an established network of Creditor's Rights attorneys across the entire country and has the capability to pursue debt in every jurisdiction across the United States. Each attorney is licensed and bonded up to $3 million through the Commercial Law League of America, the American Lawyers Quarterly and/or the General Bar. For all files in which the debtor resides in Southern California, all litigation efforts against the debtor are handled l7 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 directly. by Steven Friedland, Esq. and his legal team located in our corporate headquarters in Woodland Hills, California. Caine & Weiner accepts payments over the phone via Credit Card, Debit Card or ACH (check), in addition to processing hard copy checks, wire transfers, and Western Union payments. All checks are deposited on the day they are received. All credit card and ACH payment items obtained via phone efforts are also processed the same day. Client remittances are flexible, depending on client preference. Remittance statements are typically sent either weekly or monthly based upon client requirements. They can be funded via normal check disbursements, ACH Federal Reserve line or via wire transfers. A detailed Trust Statement is provided to our clients with each remittance, documenting all dollars received per account, fees earned, and monies due the client. The Trust detail is easily submitted both electronically via Excel spreadsheets and via hard copy as required. Quarterly bank audits are performed internally to assure there are no misapplied funds, and an outside CPA firm performs a yearly audit on all internal financial and cash handling processes. Remittance monies are typically sent weekly (but can be monthly at client request) to our clients after a short 10 day hold to insure clearance of all funds. The appropriate percentage of all monies collected is paid to the client under this time frame regardless of whether the monies collected paid the account in full. Files paid in full are coded with a PIF status and no further collection activity occurs once the funds have cleared. Payment plans under limited time frames are accepted from debtors by our collection staff. Should a debtor fail to pay the entire balance due and eventually stop communicating with our collection team, the file is closed under a partial payment status. All monies due the client would have already been remitted based upon the date the monies were received in house by Caine & Weiner. If the client permits, all accounts are reported to Experian, Equifax and TransUnion, with monthly updates provided for any status changes or payments received. For files that remain unpaid through the PIF2 collection process, final disposition is based upon client preference. Files may be closed and returned to the client with a specific status such as refusal to pay, unable to locate, no response from debtor, etc. Closing reports are provided to the clients on a monthly basis. Additionally, if the client dictates the files can remain open in our collection system under a suspend 7 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 status and remain with Caine & Weiner for periodic review and to maintain the credit reporting integrity. Caine & Weiner also features an extensive Client Services staff in place to support the daily collection operations and provide timely communication to our clientele. A dedicated point of contact is can be assigned to a client that is extremely well -versed in all aspects of collections. All daily phone and e-mail communication is handled through our Client Services staff in order to streamline client contact and create tremendous efficiencies within the collection process. Our Client Services team also provides the daily, weekly and monthly reports required by the client. As part of our client services commitment, Caine & Weiner features our CW Connect client access product. CW Connect provides 24/7 user ID and password protected access for our clientele to view all activity on their accounts. Available data includes access to all collection activity from the placement date forward including all letters, collector notes, payment histories and more. No additional hardware or software is required. Access is via our www.caine-weiner.com website. This product also includes tremendous data mining capabilities and customizable reporting. CW Connect also provides the ability for clients to update accounts, report payment activity, send secure e-mails, and more. All data is updated daily and new business is available to be viewed the following calendar day. There is no cost to the client for this feature. Our base report is a monthly status report documenting all monies recovered and the current status of all accounts. It provides statistics based on age of account, account balance, age of debt at time of placements and present status and can be provided in hardcopy or via Excel worksheets. Caine & Weiner provides all clientele with multiple levels of reporting. Our primary customization in reporting comes from our CW Connect product. Any number of client specific reports is readily available online 24/7 that track all data required by the client. Reports can be run based upon placement date, dollars recovered, dollars placed, payment dates, geography, reference numbers, etc. Data can be mined to access very specific information, for example, limiting the search to accounts placed within the last 90 days over $5000 that are still in open status and have at least one payment. CW Connect is a very user friendly program and our client services team is always available to assist in the creation of customizable reports. Customized reports, including ad hoc reports, can be prepared in accordance with your specific parameters. Typically these reports are provided through our CW Connect product, securely accessible at all times with an assigned User. ID and F3 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 password that prevents access by unauthorized parties. No additional hardware or software is required. Any number of specific reports can be created that track all data you require. Reports can be created based upon product, placement date, dollars recovered, dollars placed, payment dates, geography, reference numbers, and much more. The CW Connect feature includes robust data mining capabilities and customizable reporting. Caine & Weiner collection team members handle themselves in a professional, ethical manner at all times. It is a core aspect of our debt recovery operation, supported by our continuing certification by the Agency Association of the Commercial Law League of America, obtained by fewer than 2% of all agencies nationwide. Caine & Weiner considers itself an extension of our clients and as such does everything possible to insure a positive experience for the customers through the debt recovery process. Files are handled with assertiveness and professional follow up, never with aggressiveness or threats. Simple explanations are provided to individual consumers outlining the reasons the debt is owed and all options available to them for resolution. Discussions are always focused on how Caine & Weiner can assist the individual in satisfying the outstanding balance, not on the consequences of failing to pay the debt, although issues such as credit reporting are discussed if appropriate. All FDCPA and FCRA laws are followed at all times, including all required delays between follow up calls to avoid any potential harassment concerns. In addition, all unresolved files are moved through a collection process that requires multiple team members work the account in an attempt to recover the monies due. This methodology provides a team concept framework that prevents the need for any one collector to be overly aggressive in their collection efforts. Any debtor complaint issues regarding file handling or collector conduct are immediately transferred to senior management for resolution. The debtor file is updated by the management team with all details as to the next steps and any necessary client involvement. The file is then placed on a senior management desk for continued debt recovery efforts and final resolution. Internally, senior management reviews the event both with the collection manager and the collector to confirm that all debt recovery activities were handled according to company policy and the client's work standards and in a professional, ethical manner at all times. Individual personnel files are updated as appropriate depending upon the final results of the investigation. Management will notify the client of the final resolution of the complaint. If Caine & Weiner discovers a complaint trend with a collector or Account Representative we address the issue immediately internally through additional training on all collection 2 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 practices and any client specific concerns. Caine & Weiner prides itself on our professionalism and very rarely receives these types of complaints. In keeping with your requirement (IV Proposed Format, C), our fees and costs are attached in the sealed envelope. IV. Work Plan The specific methodology in which the files are worked is outlined in great detail in our response to the General Scope of Work. This also includes all reporting options available to the City. Please see section III above. As a brief overview, demand letters are sent to the debtors on each account within one business day of placement into our collection software. The one day delay allows our system to process address change and bankruptcy data prior to the initial correspondence being sent. Collection calls begin immediately upon placement of account. All files are handled by collectors experienced in Municipality debt recovery. Collection efforts progress through primary, intermediate and final demand collectors in-house and continue into the legal process as needed. Specific parameters are set by the City as to which accounts qualify for legal efforts. No litigation takes place without prior City approval. Our legal team including our attorney is located onsite at our corporate office in Los Angeles. Monies recovered are remitted on a net fee basis either weekly or monthly based upon City preference after a short 10 day holdover to insure all funds clear. Reports documenting monies recovered and account status are readily available 24/7 to designated City personnel via our CW Connect online product. Access is limited by User ID and password protections with no additional hardware or software requirements. IV. Specific Work products The RFP relates to offsite debt recovery services performed on behalf of the City of Vernon. As. such, the primary work product is the collection activity documented in our Columbia Ultimate software. Additional work product includes reports and remittance documentation. As noted in our response to the General Scope of Work, online access is available at all times for City personnel to view the current status of any account placed with Caine & Weiner for collection activity. Custom reports can be created at any time as well at the City's request. 10 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 Attached are sample standard reports regarding inventory status, recovery statistics, history report and remittance of recovered funds along with a sample initial demand letter. Reports can be provided in Excel or Word format as required by the client. V. Proposed Schedule Caine & Weiner currently features the technology, infrastructure and personnel to begin collection activity on behalf of the City of Vernon with virtually no lead time. Upon award of the contract we anticipate needing 2-3 business days at most to set up all required client information internally within our software, including accounting and remittance processes along with all collection activity parameters. Our existing senior management team is readily available to meet with City of Vernon personnel at any time to review all required collection processes and establish all recovery protocols as discussed in the General Scope of Work response. Once those meetings occur we are able to train the appropriate collection staff within 1-2 business days. Time frames for the actual debt recovery activity can range from a few days up to over a year depending on the debtor's response and the potential for litigation on the particular account. Typically we are able to begin collection activity less than 30 days from contract award/signatures. VI. Fees and costs Please refer to fees and costs in the separate sealed envelope. VII. Ability of the Proposer to Perform Established in 1930 and headquartered in Los Angeles, Caine & Weiner is a solution - based accounts receivable management company that provides effective 1" and 3`a party collection solutions to commercial (B2B) and consumer (B2C) businesses representing every major industry. In addition to our corporate office in Los Angeles, we maintain full service call centers strategically located in Chicago, Buffalo, Louisville, and Dallas. As a partner of Global Credit Solutions (GCS), with partner offices in 90 world capitals and 4,000 employees, we have the international resources and expertise to perform collection activity unhindered by geographic location. Our eight decades of experience have convinced us that client satisfaction is our highest priority. Toward that goal we've assembled the industry's top team of tenured professionals —designated subject matter experts who specialize in their area of 11 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 expertise. In addition we've established strategic business alliances, invested in advanced software, training, development, quality management/manpower, and developed proven file handling techniques that consistently enable our organization to reach top tier recovery levels while maintaining the highest levels of customer service. Caine & Weiner combines our expertise in recovering funds with a strong ability to avoid adversely affecting your customer relationships. Due to our high level of professionalism, often debtors who we've contacted for payment later approach us to collect their receivables. We're also a founding member of the Commercial Collection Agency Association certified by the Commercial Law League of America. As such, we adhere to the highest ethics and standards. Fewer than 2% of the collection agencies in the U.S. are members. Our membership is an additional assurance that all account handling on behalf of your organization is conducted in a professional, transparent manner. Our company has seen 30% revenue growth over the past five years. Our competitive edge lies in our success in having built an organization with the size, scope, technology and resources of a true national company featuring five full service call centers strategically located throughout the United States, combined with the high customer service and recovery levels of a much smaller organization. With fewer collection agencies operating today than ten years ago, Caine & Weiner has not only remained robust, but has flourished in the industry and will continue to do so through our commitment to building long term relationships with our clientele via the proper balance of state-of-the-art technology and experienced, dedicated personnel that enable our organization to maximize recovery and customer service in an extremely cost efficient environment. Not surprisingly we're invited on an ongoing basis by America's leading companies to participate in their RFP processes. As well, many of our clients decided to use our services based on positive industry feedback and peer recommendations regarding our performance and unmatched client service. We have 2500+ active clients, which placed in excess of $292 million last year of which $57.8 million was recovered on their behalf. 12 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 Workforce statistics Location Full Time Employees Part Time Employees Los Angeles, LA 81 51 Chicago, IL 29 1 Louisville, KY 17 0 Buffalo, NY 10 2 Dallas 2 3 Caine & Weiner prides itself on our diverse customer base and our ability to build highly successful partnerships with clientele across multiple industries. We have industry expertise in multiple commercial arenas including Municipalities, Wholesale/Distribution, Rental/Leasing, Advertising, Finance and Insurance Premiums, among many others. Some of our core clients include Fortune 500 Companies such as Nestle USA, Tribune Companies/The Los Angeles Times, Pitney Bowes, John Deere, Wells Fargo, W.W Grainger and McMaster Carr Supply Company among many others, some of which have used our services for over 35 years. In performing collection activity on behalf of the City of Vernon, Caine & Weiner adheres to all state and federal requirements regulating debt collection, including: • Fair Debt Collection Practices Act (FDCPA) • Privacy Act of 1984 • The Fair Credit Reporting Act (FCRA) • Gramm Leach Bliley Act (GLBA) • Workers Compensation case laws • The Fair and Accurate Credit Transactions Act of 2003 (FACTA) • The Heath Insurance Portability and Accountability Act (HIPAA) • Code of Ethics & Standards of the Collectors Associations Caine & Weiner features multiple years of highly successful collection programs for several municipalities across Southern California. Our company has over ten years of experience recovering monies on behalf of the Los Angeles Department of Water and Power and other similar entities. Caine & Weiner currently has a team of collectors specifically dedicated to the recovery of Los Angeles Department of Water & Power and other municipality files. These individuals have a minimum of 3-5 years of collection experience and each collector (along with the 13 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 collection manager) is fluent in Spanish. They are fully trained on all FDCPA and FCRA issues and are very well versed in all aspects of the municipality water and power general billing and final bill generation and notification processes. This in-depth knowledge enables our collection team to maximize their recovery efforts while still maintaining the highest levels of customer service expected by the various cities. In addition, for the past 5 years Caine & Weiner has recovered debt on behalf of the City of Los Angeles and specifically the Office of Finance, Citywide Collection Unit. Our expertise in this area includes recovery of unpaid Los Angeles City Business Taxes. We have recovered in excess of $18,000,000 over the life of the contract on behalf of the City of Los Angeles. More directly related to the scope of this RFP for the City of Vernon, Caine & Weiner currently recovers monies owed to the City for administrative costs related to DUI activity, damage both to City and Department of Transportation property, Police Department false alarms, street light damage, Building & Safety debt, Bureau of Accounting debt, and Hazardous Materials debt, among other business units. To date under the current contract we have collected in excess of $2.1 Million on behalf of the City of Los Angeles for these divisions. Caine & Weiner can easily segregate business submitted by various business units within the City of Vernon as needed to insure proper tracking of recovery results. Caine & Weiner currently stores data in our Columbia Ultimate (CUBS) software for multiple business units within the various municipalities. One key component of our success in working with the various Southern California municipalities is our ability to limit the number of files worked by our collection staff. As noted above with over 130 employees in our Los Angeles office, Caine & Weiner is easily able to build collection teams and add collectors as dictated by our client's volume of placements. Our collectors handling commercial accounts are limited to 400-500 files each, and our collectors handling consumer accounts are limited to 600-800 files. Further limits are placed on collectors specializing in the recovery of high dollar files. Caine & Weiner has been providing our municipality clients with standard, customized and ad hoc reports for the past decade. These reports include recovery statistics, accounts status, monthly open and closed account details, current and prior month payment files and much more. These reports are generated on a weekly or monthly basis as required by the clients, and ad hoc reports are generated on a same day request basis. As part of the methodology to deliver these reports and account updates, Caine & Weiner features our CW Connect client access product. CW Connect provides 24/7 user ID and password protected access for our clientele to view all activity on their accounts. 14 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 No additional hardware or software is required. Access is via our www.caine- weiner.com website. This product includes tremendous data mining capabilities and customizable reporting in addition to access to files notes and payment histories. The product also provides the ability for clients to update accounts, report payment activity, to send secure a -mails and more. All data is updated daily and new business is available to be viewed the following calendar day. We possess specific hands on experience and success in recovering the types of monies owed outlined in this RFP, including both outstanding Water and Power debt and non - tax debt from multiple business units. Project Team: The following individuals have been assigned to oversee The City of Vernon account. Tony Albanesi Vice President -West Coast Operations Based in our corporate call center in Woodland Hills, California, Tony would have senior management level oversight of the City of Vernon accounts. Tony has over 25 years of experience in the collection industry, with the last 18 years being spent at Caine & Weiner. He is involved with all key clientele using services at our corporate location and has more specific accountability for 10-15 of our largest clients. He is involved with all key clientele using services at our corporate location. Manny Torrez Collection Manager Manny oversees our Municipalities collection unit and has 20 years of experience in the industry, the last five of which have been spent at Caine & Weiner. He currently manages the team responsible for water and power debt recovery. Collection staff currently working for Manny and Tony will be assigned as needed based upon placement volume assigned by the City of Vernon. 15 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 As specifically requested in the RFP, below are three references in the municipality arena: References Karen Dean Supervisor City of Los Angeles, Office of Finance 200 N. Spring Street #1225 Los Angeles, CA 90012 karen.dean@)Iacity.org 213 978-2821 Rick Ryan Supervisor Los Angeles Department of Water & Power 111 S Hope ST #732-146 7`" Floor Los Angeles, CA 90012 rick.rvan@ladwo.com 213 367-2949 Debbie Vento Collection Manager City of Pomona 505 South Garey Ave Pomona, CA 91769 debbievento@ci.00mona.ca.us 909-620-2250 In summary, there are several advantages the City of Vernon will derive by using the proven services of Caine & Weiner: Competency As a California corporation Caine & Weiner is a well -familiar with California laws, statutes and regulations with a proven history of maximized recoveries. With a long history of providing debt recovery and related services, our file -handling and accountability and performance are unmatched. The tenured collectors who will be handling the files from The City of Vernon are adept at handling municipal collection work. 16 Proposal to The City of Vernon for Collection of Past Due Receivables November 16, 2012 Stability Caine & Weiner has enjoyed a long history of stability, both in regard to its management team and its financial matters. These are critical components to ensure client confidence of our abilities and our dedication to a long and successful relationship. Client Service: Caine & Weiner is renown in the industry for our outstanding client service. As such some of our clients have continuously used our service for over 35 years. We have a hand-picked team, very familiar with municipality collections ready to serve the City of Vernon to make sure your expectations are met. System Capabilities Caine & Weiner is a front-runner in the utilization of the latest technology to enhance service, streamline performance and increase results. Caine & Weiner looks forward to establishing a partnership with The City of Vernon. Such a relationship will provide the City with proven expertise in municipal debt recovery, adherence to all state and federal regulations applicable regulations and unmatched performance. Performance Caine & Weiner is an industry leader in achieving maximum recoveries and has vast experience within your industry and California. Our senior management team has over 350 years combined experience within the credit and collections industry. 17 For over eight decades Caine & Weiner has served the credit and collection industry. As an International provider of commercial and consumer credit and collection services, we have earned an exemplary industry reputation based on our total team commitment to delivering optimal collection performance and outstanding client service. Established in 1930 by Sidney Caine and Charles Weiner, our company today has four full service collection centers strategically located throughout the United States. Our 2,500 clients, which include Fortune 500 Companies, are served by our team members. Caine & Weiner integrates several resources to maximize recoveries and provide the highest level of service to our clients. To maximize collections we utilize speed, integrated database information, tenured professionals, flexibility and the most advanced technology and database systems available. To make our services valuable to our clients we continually focus on streamlining our processes, developing innovative collection methods, data analysis, maximizing cash flow and maintaining client relationships. Our management team collectively has over 350 years of experience in the commercial and consumer accounts receivable managements industry. We are members of ACA, the Commercial Collection Agency Association, and are certified by the Commercial Law League of America, and The International Association of Commercial Collectors and take pride in the alliance partnerships we have established. 9) &C 3930 Caine & Weiner Los Angeles Chicago Buffalo Louisville Dallas Mission/Vision Statement We enhance cash flow for the global business coinm[Inity through the creative and effective utilization of account receivable management systems and innovative solutions As we approach the end of our first century of successful service, our strategic intent is: • Continued growth through internal development of our resources • On -going investment in people, procedures and technology • Acquisition of,and alliance with progressive companies who share our vision. We are committed to building a positive, professional environment that fosters teamwork and honors our historic service values and integrity. Introduction, Cash flow is the life blood that determines if a business succeeds or fails. When accounts receivables are not promptly acted upon the likelihood of recovery diminishes with each passing month. A survey conducted by PricewaterhouseCoopers LLP estimated that bad debt write-offs in 2007 were about $152.5 billion, of which a substantial portion could've been recovered had collection action been implemented at the early stages of delinquency. As shown in the following table, a business with a 5% profit margin must bill and collect $200,000 to offset a $10,000 loss due to bad debt. 50 �00YNEW 1,667 RIM 100 5¢(l,Q;Qs w - 3,334 $b� 24"' 2,0003 8 1,428 200 '' d ,.,. �€nt 6,668 a+ s, via:' 4,000 "93'' 'h p :S'r 4,�vp'}f 2,856 300 10,000 ;d$,(0 i x tiw 6,000 400 2Qp0 r r'' 13,336 �t i1DY1,y� d4'. 8,000 `6,6 2 ';` = 5,712 500 "253d10 iJ i t r 16,670`,��� Qi ,,` 10,000 ` j 4's 7,140 750 '�3'�..�?'Od ( 25,000 1,0000,;00"x's�- 33,340 "h .�;9Qs , #Y w 20,000 ;SD�u�° �:� 14,280 2,000 " 1 pp' 0 66,668 h0 �'„'; 40,000 28,571 51000 ,�ppdy„! 166,666 31I00 100,0003.�' >"•; 71,428 10,000 '� tQ 0+^''�`, 333,333 NO 200,000 IQ'„6'� :¢� 142,857 20,000 1;b404,fl1)0 ,ee 666 6660910 s 400,00033t333 S 285,714 According to a study undertaken by the Commercial Collection Agency Association the probability of debt collection diminishes over time. As shown in the table below, after 180 days, the probability of collecting a delinquent balance drops to 52.1 %. The statistics clearly illustrate the importance of utilizing Caine & Weiner's collection service once accounts receivable age beyond the due date. We understand the importance of cash flow and have developed a sophisticated system to greatly enhance collection and the flexibility to meet client requirements. As accounts receivable management experts, the Caine & Weiner team has the experience and collection technology to help you increase your cash flow and lower your DSO to increase your bottom line profits. In order for our team to deliver the results expected by our clients it is critical that we have a full understanding of their needs and expectations. Once this is established a collection strategy is implemented and closely monitored and continuously reviewed. Our collection management software allows us to continually evaluate our collection performance and implement the appropriate collection strategies as necessary. Optimal performance and client satisfaction are Caine & Weiner's highest priorities. File;Handling PrAcedure ' Upon receipt of the client's file and supporting data, it is uploaded into our collection handling system and scanned into our document imaging system for easy access by our collection teams. Client -specific coding, if necessary, can also be tracked. Clients may submit files electronically by email or secure ftp. Hardcopy submission is also acceptable. Thereafter, the client receives written or electronic acknowledgement of the placement and the account resolution specialist assigned to the file commences collection activity. Collector inventory is tracked daily, and newly -submitted files are systematically assigned to ensure proper distribution. This prevents any one collector from carrying an inventory of accounts that would hinder their ability to maintain proper work flow and call cycle standards for the client. The following table lists the minimum work standards that the account resolution specialist is expected to invest into the debt recovery process for each file. Based on the individual circumstances of each file, however, additional contacts may be necessary to accelerate the recovery effort. * Commercial Each letter series shown above contains language that increases the urgency of payment and shortens the payment time frame with each subsequent letter. When files are assigned without a known debtor telephone number and unavailable through the Acollaid, (NCOA) pre-screening process, the file is forwarded to our skip tracing department. Caine & Weiner utilizes Lexis/Nexis online data base with over 15 million public records as our primary research tool. Once the skip tracing department locates the debtor information, the file is forwarded to an assigned accounts resolution specialist to initiate collection activity. Should there be no positive resolution after 30-45 days into our debt recovery efforts the account is moved through an intermediate and final desk work flow over the next 60-90 days (our PIF2 process). This ensures contact attempts from multiple collectors and provides the maximum recovery opportunities. Files, as necessary, are reviewed for potential litigation activity. 0 The PIF2 procesS—Caine & Weiner's precision file management procedure The process, resulting from over eight decades of file handling, produces optimal collection results, precise follow-up, continuous management oversight and 100% accountability. Features include: • A primary, secondary and final handling specialist is assigned to each file • At each stage a collection supervisor evaluates the progress • Management oversight imbedded in the procedure guarantees 100% accountability for every file • Before a file is dosed it must undergo a two-step management review. The three -tiered integrated collection process incorporates multiple collection actions governed by on -going supervisory/management review and intervention throughout the entire collection cycle. Primary handling During the initial handling period the debtor receives an FDCPA-compliant payment request by mail and a 2-3 day call cycle commences. The Account Resolution Specialist assigned to the file is a certified collection professional, regulation -compliant and highly skilled in debtor communication and problem solving. If payment is not received or a payment plan agreed upon the file is moved to the next handling level. Intermediate handling At this level, the 2-3 day action cycle continues and, depending on the circumstances, a secondary specialist may enter the picture. A supplemental FDCPA-compliant letter is sent to the debtor and greater urgency is conveyed. The Account Resolution Specialist's file -handling and call cycle is supervisor -reviewed to make sure that maximum collection efforts are undertaken and that handling is compliant with all regulations in the area where the debtor is domiciled. If payment is not received or a payment plan agreed upon (with the clients approval), the file is moved to the final handling stage. Final handling Final handling is performed by a specialist --whose sole objective is to fully explore all final opportunities to amicably resolve the debt. Their activity includes a review of all previous activity and direct debtor communication. The specialist operates within a very narrow area, between primary and intermediate handling, and before the implementation of legal action (if client approved). In the final handling stage, the assigned specialist, an articulate and persuasive communicator, is often able to convince the debtor to remit payment "to avoid a blemish on their credit record" and that the client is rightfully entitled to payment. In keeping with Caine & Wiener's reputation, the debtor is treated at all times in a professional, dignified manner. If the debtor refuses to cooperate the file is forwarded to Caine & Weiner's Legal Department for review after which recommendations are made to the client. If legal activity is approved, the file is managed from "cradle to grave" up through execution of judgment. Assigned attorneys are located in the debtor's jurisdiction. If the file is considered for closure, it undergoes a two-step management review. 2 Throughout the collection cycle the progress is continuously analyzed and reviewed by management. 'All legal activity must be client approved Forwarding The Law Offices of Pucin & Friedland, P.C. (P&F) is Caine & Weiner's affiliated legal entity that handles Caine & Weiner files exclusively. With three full time attorneys and their staffs, they specifically focus on pre - litigation and litigation services. Throughout the entire recovery cycle, they ensure that enhanced due diligence, accountability, control, lower costs, increased results, and the elimination of costly delays are given top priority. Clients directly benefit from their easy access to P&F—an advantage lacking in midsize and smaller agencies that must remotely communicate with off -site law firms. - - In those cases when the debtor refuses all reasonable collection efforts, their the is referred by P&F to a collection attorney located in the debtor's geographic area. The attorney is required to be a member of the Commercial Law League of America (CLLA), licensed and bonded for $3 million through American Lawyers Quarterly and the General Bar. P&F works closely with the outside collection attorneys at all steps throughout the litigation process to ensure that the file is thoroughly handled. Forwarding Process: Following in-house collection activity, the collector forwards the file to P&F • Is the debt disputed' • Does the debtor have any assets? As Does any personal liability exist? P&F evaluates A payment demand is made upon the file.' the debtor ted collection activity is If the debtor fails to pay, their After receiving the signed business entity is confirmed after documentation and the clients which suit requirements & a check check, legal action is initiated For certain accounts uncollected through our in-house efforts, Caine & Weiner may forward these files to a local attorney for further review. Once the attorney has researched the debtor company, Caine & Weiner is provided with an overview of the account along with a recommendation as to whether litigation is a viable option on the file. This recommendation is based upon multiple factors including the amount of the debt, location, the operational status, the ability to serve the debtor, etc. If litigation is recommended, Caine & Weiner will provide written notification to the client as to the initial filing fees required. The client is then able to determine if it is cost effective to proceed with litigation. If so, the client forwards written authorization for suit along with the initial court costs/suit fees and necessary documents to Caine & Weiner. Once these are received, legal action is initiated against the debtor. Further action on the accounts will vary, based on whether the lawsuit is answered. If the debtor fails to answer the suit, the attorney will process the file to obtain a Default Judgment against the debtor. After obtaining, a writ of execution may be filed and an attempt is made to recover funds through bank levies, asset judgment, attachments, etc. Should the debtor answer the suit, the case moves into discovery. At that point a detailed exchange of information takes place through interrogatories, production demands, etc. Motions may be filed to attempt a quick resolution on the matter. Various hearings and/or settlement conferences may be held in an attempt to resolve the case prior to trial. If a trial is necessary, the client would be required to provide a witness to testify as to the validity of the debt. If no witness is available, every effort will be made to settle the case prior to trial. Once a favorable judgment is obtained, post judgment execution efforts described above will be initiated. Caine & Weiner will notify the client of all key events as they transpire. The client may contact our legal department as needed with any questions on particular files. Please be reminded that these accounts are handled on a contingency fee basis, with an increased fee added due to litigation. A small non -contingent suit fee may be required by counsel in certain geographic locations. Default Summons/complaint—Ir Service I Judgment i Post judgment filed with court Collection action Trial Answer filed Discovery C&rhmunicaiion'& Reporting " Caine & Weiner utilizes the latest procedures, systems and technologies to communicate effectively with our clients. An integral part of our service is to provide our clients with a convenient and secure format for the transmission of system data. Multiple communication options enhance the recovery process. • Online direct links have been established to access public record information, asset information, credit information and other valuable sources to implement our collection activity. • Clients can utilize our communication capabilities to place files, enter notes, read the collector notes and obtain up to date file status information. • Statistical and customized reporting is provided according to the client's request. In addition to voice, email and facsimile transmission, communication can be facilitated though the Internet. Our website address is www.caine-weiner.com/contact We offer a wide range of reporting options and statistical reports will be customized to your specifications. Examples include: acknowledgement of file, account inventory, account closure, remittance reports and more. Electronic and/or hard copy is available according to your preference. Our CW Connect feature provides 24/7 access so that our client —and only them, can view the collection activity of their files. A unique ID and password will be assigned to ensure security No additional software is required. Accounts may be assigned for collection via email, disk, the Internet, and through the creation of ASCII or Excel files for independent upload and download of information. Our Collection software program 0obt:e'� C.,R aw,,.. m M. • a �� �voou ae.oenoeee®e - wa e. provides tremendous flexibility and customization options with regard to placements, reporting, recovery tracking, etc. The following pages contain sample reports. 10 Systern 3"echnology , {+! . = Caine & Weiner leverages the latest technology to ensure that our collection utilizes the best hardware and software available. The core platform is The Collector System from Columbia Ultimate. r'"z The system is the most resource -enriched in the marketplace, with its advanced technology and sophisticated software. Our Accounts+ Resolution Specialists work in a "paperless" user-friendly environment in which work (WIP) is scheduled, and brought to their attention for follow up automatically. Using a debtor number, name, social security number, phone number, etc., files can be retrieved instantaneously. A number of points can be assigned to each account record based on the balance amount, the age of account, last payment date, etc., and prioritized for appearance on the collectors WIP (Work In Progress) list each day. The Collector System provides an array .of powerful collector management tools. In addition to the traditional reporting and tracking of costs. Features of the system include the following: 9 Management Reports The system provides the unit manager overseeing the collector's activity with daily, weekly and monthly reports. This enables the management staff to highlight areas where coaching and goal -setting might be appropriate. A feature of the system is "exception reports" to flag any file which has not received collection activity in accordance with Caine & Weiner's work standards. Workstation automation The Collector System eliminates "paper filing". The collector has availability to all information that is necessary to call, fax, and send letters to accomplish their collection objectives. Follow -Up Scheduling Files are automatically scheduled for follow-up at specific times. Follow-up activity is predetermined by the collector's previous efforts and commitments and promises from the debtor, the size of the balance, and other important factors. 11 5ysfem-fieclnology ' Collection Activity Tracking All collection activity on each file is logged and measured. The date, time and collector who completed the action are recorded on the file. The logs provide a history for the collector for further collection activity, as well as for the Caine & Weiner collection supervisor. The Collector System provides maximum flexibility in the scheduling and printing of account and client correspondence. Virtually any information from the database can be sorted and accessed on an unlimited number of user -defined accounts. Entire inventories or segmented portions can be analyzed and reports generated to provide such information. Clients may also access their files through the CWConnect feature to view their accounts as they are being worked. Our collection software resides on custom, scalable Dell servers, set in a RAID10 configuration for maximum efficiency and data protection. Offsite Redundant servers provide disaster recovery protection within 24-48 hours. Fortigate software provides top level firewall protection and daily downloads insure up-to-date virus protection at all times. All necessary data exchange is secure, encrypted and user ID and Password protected within FTP and SFTP environments. The Collector System software is the state-of-the-art for the collection industry by way of design, philosophy, flexibility and client interface capabilities. 12 Placina Files For Collection 3 yy DebtOWPIgment Options Caine & Weiner makes it easy for debtors to remit payment by offering them several user-friendly options. Our use of integrated technology such. as these multiple options allows us to quickly determine if the debtor is stalling for additional time. The ACH check -processing options, for example lets us know within 72 hours if the debtors check is NSF. 14 Remittante'Pr6cedure Caine & Weiner has the flexibility to remit collected amounts according to the client's specific requirements. Our goal is to get the dollars collected to our clients as quickly as possible. Our normal procedure is a weekly remittance cycle on all available funds held for 10 days. During this time frame funds are held in our clients trust account. The hold period is waived for payments made by certified funds or cashier's check payments. Depending on the client's preference, remittances can be on an individual or combined basis. Our system allows for deduction or non - deduction of the collection fees. Remittances are accompanied with an itemized trust statement documenting all monies received on a per account basis. Client Benefits • Faster remittance of funds collected, hence improved cash flow • Elimination of NSF checks • Funds are safeguarded in a trust account • "User-friendly" remittance information eliminates confusion and guesswork • An on -going cycle of collected funds • Flexibility geared to meet client's needs 15 Another Caine & Weiner Advantage! The Law Offices of Pucin & Friedland, P.C. Caine & Weiner, recognizing client needs within the current fluctuating economic times, provides yet another distinct advantage to recover lost dollars. The Law Offices of Pucin & Friedland, P.C. (P&F) is Caine & Weiner's affiliated legal entity who shares our mission to provide our stakeholders with enhanced due diligence, accountability, control, lower costs and increased results throughout entire recovery cycle specifically focused on pre -litigation and litigation services. Its team of highly skilled and experienced creditors' rights attorneys serves the entire enterprise and is strategically located in our Chicago and Los Angeles centers. The P&F process occurs as the next logical step in the collection cycle initiated by Caine & Weiner. This process involves legal professionals, who are specifically trained in the art of negotiation, financial analysis, skip tracing and reporting all in furtherance of client requirements focused on the ultimate goal of final resolution. Caine & Weiner and P&F use the same collection system and database, sharing key information thus eliminating redundancy and loss of time. Furthermore, our clientele are able to view our respective activity within the account notes from our CW Connect online portal, accessible 24/7 via our website at http://www.caine-weiner.com/client—access/ Our objective is to avoid litigation and P&F will make every attempt to amicably resolve the matter and mitigate the cost of collection without recommending the filing of a lawsuit. If litigation is the only alternative, our team will verify the debtor's financial situation, attachable assets, bank accounts, employment, etc. so as to analyze any settlement offer propounded or post judgment execution needed. Based on the aforementioned analysis, litigation is recommended and submitted to Caine & Weiner and the client. Suit will be filed only with prior client approval. P&F attorneys are licensed in Illinois, Ohio and California, and can litigate certain accounts where jurisdiction falls within those states. On all other accounts, Caine & Weiner will utilize its long standing network of licensed, bonded and insured Commercial Law League of America attorneys. P&F and Caine & Weiner will manage the entire legal process for maximized results, eliminating wasted time, efforts, frustration and money. The services provided and results obtained are compelling advantages for our clients. 16 Nationwide call centers Caine & Weiner's national network of full service, electronically linked regional collection centers share a data base for integrated file handling. This shared platform facilitates resource re -allocation to ensure seamless account handling. The result is that the proper ratio of accounts handled by the collector is maintained, ensuring optimal collection performance and maximized recoveries. 1 2 3v 4, 5, West Coast Midwest Mid -South Northeast Southwest 21210 Erwin St. 1699 E. Woodfield Rd. 9931 Corporate Campus Dr. 338 Hams Rd. 16200 Addison Rd. Woodland Hills, CA 91367 Schaumburg, IL 60173 Louisville, KY 40223 Buffalo, NY 14221 Addison, TX 75001 818-226-6000 847407-2320 502-425-9100 716-633-0235 972-248-6499 818-226-6010 Fax 847-619,4765 Fax 502-426-9005 Fax 716-6335944 Fax 972-248-7544Fax ca@ccaine-weiner.com it@raina-weiner.com ky@came-wemer.com ny@came-weiner.com tx@caine-weiner.com 17 Los Angeles Chicago Louisville Buffalo Dallas As one of America's leading providers of accounts receivable management services, with experience in every major industry, we've found that companies may be missing the important benefits we offer because of misperceptions and faulty information. ALL COLLECTION AGENCIESARE THE SAME! That's like saying all Credit Managers are the same! When this perception exists, it's usually based on average service delivered by the agency. There are around 5,000 collection agencies in the U.S. Like any industry, the services they provide range from marginal to outstanding. Unfortunately, the negative occurrences are often the ones remembered. Addressing the Objections... • All Collection Agencies are the same! • We can do everything an agency can! • We've used the same agency for years! • Our in-house attorney handles our collections! The problems of understaffed and under -financed agencies end up becoming the clients' problem! Accounts placed for collection aren't efficiently handled. Stains reports are infrequently sent. Short-staffed Accounting Departments fail to process remittances promptly expected by the client. Caine & Weiner's employee retention is one of the highest in the industry. Since 1930, we've placed a high priority on hiring the best available candidates, training and retaining them! This insures that only well qualified specialists handle the recovery of your delinquent accounts. Doing business today requires fast solutions. Unfortunately many agencies often lack up-to-date collection technology. Time frames tolerated just five years ago aren't acceptable today. Caine & Weiner is mindful of this and acquired the industry's most advanced collection software. Our collection platform utilizes the Collector System from Columbia Ultimate. LexisNexis software augments our skip tracing investigations. Our resources also include Banko, NCOA address verification and CW Connect, our online access feature. By utilizing the Quantum 111ntegrated Dialer system we significantly increased debtor contact increasing recoveries for our clients. Our investments in people and in the best collection technology available are just two of the reasons why many Fortune 500 companies use our accounts receivable management services on an ongoing basis. WE CAN DO EVER YTHING ANA GENCY CAN! While many companies utilize collection software and have an in-house collection staff, Caine & Weiner's resources can augment their efforts! Company collectors typically work on a salary basis. Regardless of their monthly collection results, they're assured of a check on payday. Caine & Weiner's Accounts Receivable Specialists work on a contingent 18 collection basis. As professionals, their compensation is based on results; hence, they're focused on performance! As a full service agency, Caine & Weiner reports debtors to Experian, Trans Union and Equifax. Debtors withholding payment often find a way to pay their obligation if their credit rating could be affected. Unlike company collectors, who must balance collecting with other tasks such as approving orders, handling administrative duties, etc., our specialists' job is to collect money —nothing else! Although company collectors endeavor to skip trace, frequently they must work with outdated information and few resources. Our Skip Trace Department uses best in class skip tracing software. Our on -site database contains over 4.5 million files. We provide debtors with a variety of ways to remit payment, which include payment by credit card (VISA, MasterCard, American Express & Discover Card). They may also pay through our website (www.caine- weiner.coml using the Expresspay option and also remit via ACH, the secured electronic bill paying option. WE'VE USED THE SAME AGENCY FOR YEARS! While loyalty is commendable, the world is rapidly changing. According to IBM, every four years their technology is obsolete! In today's world of wireless technology, e-commerce, global markets and ever -changing business landscape, business solutions used a year ago may no longer be effective. Caine & Weiner's role is to provide our clients with solutions that work. Our clients receive information about changes in legislation collection law and on- going tips on how to improve their in-house collection efforts. Some companies use agencies that aren't deriving use of the latest technology or not practicing up-to-date collection techniques. Their inability to compete. in the marketplace ends up costing the client money! Although agencies traditionally involved themselves only after the debt became past due, we're involved throughout the process. We provide our clients with "front end" information.. Our services also include dunning programs, placing specialist's onsite at your place of business and keeping our clients informed of the latest collection techniques. We deliver results! Our combination of customer service, technology and results, combined with our small unit focus and national resources, provides a unique ability to produce maximum results for our clientele. OUR IN-HOUSEATTORNEYHANOLES OUR COLLECTIONS! In-house attorneys provide a vital function to their company. Their on -site presence enables them to review contracts, study lease agreements, oversee Human Resource Laws, and handle acquisitions, dealer agreements, compliance with the Fair Trade Act and more. When collection efforts are necessary, their role is limited. While they can augment the Credit Manager's effort by sending a letter to the debtor, if a phone call to the debtor is necessary, they can do little more than threaten the debtor with a lawsuit. Our Specialists are trained to turn debtors into customers. They're trained in using the strategic pause, overcoming objections and inducing the debtor to remit payment. In-house Attorneys, moreover, can file a lawsuit only in the state in which they're licensed to practice. If a Los Angeles -based attorney intends to file a suit against a New York debtor, he must use an attorney licensed to 10 practice in New York. Unless he's familiar with the area, he must find an attorney to handle the action. Often this is a random search, using little more than a law list. We utilize a network of proven collection attorneys. Because we've worked with attorney firms since 1930, we know who the top collection attorneys are. Moreover, because of our on -going use of national and international attorney services, chances are our collection attorneys will do the job at a lower cost than the one contacted by your attorney! Getting timely information from the in-house attorney can sometimes present challenges for the Credit Manager. He may place the Credit Manager's request at the bottom of his priorities. Office politics or inter -department rivalries may also impede the collection process. 20 Frequently Asked Questions Must I sign a contract to use your service? We work with and without written contracts. We handle debt recovery on a contingent collection basis, no recovery = no fee. You are not obligated to place a minimum number of accounts. Some of my customers are located in other countries. Do you provide international collection service? Yes. As an active partner of Global Credit Solutions (GCS), we have 90 partners offices with over 4,000 employees located in every major world capital. I often work late into the evening. Is their a way to obtain the status of my accounts during non -business hours? Yes. Our user-friendly CW Connect on-line feature allows you to access the status of your files 24n through our website. An assigned User ID and Password provides security, preventing unauthorized access. There is no additional fee for this service. What happens if the debtor I placed for collection contacts me and wants to work out a settlement arrangement? Debtors sometimes do this to delay payment or to avoid contact by the agency. Once the account is placed for collection it is best to distance yourself. Please refer them to our office immediately. Is their a collection fee If the debtor sends me their check after I've placed them for collection? Debtors placed for collection are contacted immediately by our Account Resolution Specialist. Sometimes they resent having been placed for collection and send their payment to the creditor, hoping the agency will not be compensated. In such cases, please let us know if payment was received, after which collection activity will cease. An invoice will be sent to you to cover the contingent collection fee. If you are unable to collect the account I placed, then what? After all in-house collection measures have been undertaken, and if the debtor continues to conduct business -not having filed bankruptcy, a lawsuit may be prudent. The next step involves the services of an outside collection attorney. The attorney reviews the file and makes a recommendation whether to pursue further action. If you approve, additional contingent costs 21 I Is an unlicensed or non -compliant agency contacting your customers for payment? Why take unnecessary risks by using an agency performing collection activity in violation of state regulations. With different requirements in each state regulating collection activity, many agencies are not compliant. By using the trustworthy services of Caine & Weiner, you are assured that all 3rd party contact on your behalf, in every state, is conducted legally and professionally, ensuring that your company's best interests are notjeopardized. Requirement �] eemn®re or r tnui umng mgmred r0 ucenm nM requ1mc u aggigmuon regulre Ll emeran,e.o— Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi. Missouri Montana Caine & Weiner protects youl License not required Letter of Exemption Licensed Licensed License not required Licensed Licensed Licensed Licensed License not required Registered Registered Licensed Licensed Registered Registered License not required Certigcffie of Authority Licensed Licensed Licensed Licensed Licensed License not required License not required License not required Nebraska Nevada New Hampshire New Jersey New Mexico New York Slate NYC, New York Buffalo, New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming www.caine-weiner.com Licensed Licensed License not required Licensed Licensed Licensed not required Licensed Licensed Licensed Licensed License not required License not required Licensed License not required License not required License not required License not required Licensed License not required Registered License not required License not required Licensed Licensed Licensed Licensed Los Angeles Chicago Louisville Buffalo Dallas 2 INSURANCE AND BONDING General Liability The Hartford Client Bond Liberty Mutual Insurance Co. Errors & Omissions Executive Risk Indemnity/Chubb Crime & Fidelity Bond Chubb Employment Practices American Safety Casualty Insurance Co. Workers Compensation Employers Compensation Insurance Co. Umbrella National Union Fire Insurance Co. $2,000,00044,000,000 $500,000 $2,000,000 $1,000,000 $2,000,000 $1,000,000 $1,000,000 The Association of Law Lists of the Commercial Law League of America provides bonding up to $3,000,000. Commercial Collection Agency Association Certified by the Commercial Law League of America American Collectors Association International Association of Commercial Collectors 3 8 0 11 Caine & Weiner's vital role in the U.S. economy By recovering delinquent debt, that would otherwise go uncollected, Caine & Weiner and other debt collection providers directly benefit the U.S. economy Collection agencies returned $44.6 billion of collected debt, in 2010, to creditors, directly benefiting the U.S government, American households and businesses. The data, published in February, 2012 from a survey conducted by Ernst & Young LLP, on behalf of ACA International, underlined the value of third -party debt collection to the U.S. economy. Third party debt collection providers employ thousands of Americans as collection professionals to collect past due accounts from various credit grantors such as credit card issuers, banks, retail stores, health care providers and others. Federal, state and local governments also utilized their expertise to recover uncollected taxes, fines and other unpaid governmental obligations. From the government perspective the recovery of delinquent tax dollars reduces the need for future tax and fee increases or cuts in services to their constituencies. For consumers the benefit of third party debt collection can be seen through reduced consumer prices and greater consumer purchasing power. Businesses benefit from third -party debt collection because debt recoveries help keep their costs down and reduce their risk of financial insolvency and bankruptcy that could result from umecovered bad debt. considerable pride in our contributions to the nation's economy," said Greg A. Cohen, Caine & Weiner's President and CEO. "Millions of dollars have been successfully recovered on behalf of our clients, enabling them to grow their businesses, provide employment and be successful business entities. I'm very proud of what our dedicated team of professionals have accomplished." The survey found that approximately 148,300 people are employed in the debt collection industry, including 133,900 fulltime employees, 12,900 part time and 1,500 contract employees. The total industry payroll is nearly $5.0 billion; another $1.8 billion is spent on non -labor expenditures. U.S. debt collection agencies also support the indirect employment of an additional 152,000 individuals in industries that provide goods and services to them. Considering both the direct and indirect economic impacts of the debt collection industry, the total employment impact on the U.S. is nearly 302,000 jobs with a total payroll impact of $10.1 billion. Charitable institutions benefited by receiving approximately .$85 million from the industry in 2010. Agency employees devoted 652,000 hours of company sponsored volunteer activities. "Caine & Weiner takes With baby boomers now entering Caine & Weiner 2012 retirement age, it's not surprising that health care related debt is the leading category of debt collection among survey respondents, accounting for more than half of all debt collected in the industry. Credit card and financial debt is the next category with 20% of debt collected. Utility, telecommunications, student loans, commercial and government debt each comprise less than 10 percent of debt collected. U.S debt collection agencies were estimated to directly create $495 million of federal tax. $289 million of state tax and $221 million of local tax for a combined tax impact of more than $1 billion. The survey data collected by Ernst & Young LLP took place between September and November of 2011 and consisted of ACA International members and non-member contacts. Greg A. Cohen President & CEO Caine & Weiner 5 International Services G lortV h a1 �� UIT¢OLtj.T)(1 S^ GCS -Partner Locations Argentina Lebanon - 'Australia - Lhnuanta Austria Macedonia Bahrain 'Malawi Bangladesh Malaysia Belgium Malls Bermuda Mauritius Bosnia Mexico Botswana Monaco Brazil Netherlands Bulgaria New Zealand Bumna Nigeria Cambodia Norway Canada Oman Caribbean Pakistan Chile Panama China Paraguay Colombia Peru Croatia Philippines Cyprus Poland Czech Republic Portugal Denmark Qatar Dominican Republic Romania Egypt Russian Federation El Salvador Saudi Arabia Estonia Serbia Fiji .Singapore Finland Slovenia France South Africa Germany Spain Ghana Sri Lanka Greece Sudan Guam Sweden Hong Kong Switzerland Iceland Syria India Taiwan Indonesia Tanzania Iran Thailand Iraq Trinidad & Tobago Ireland Tunisia Israel Turkey Italy Uganda Japan UK Jordan Ukraine Kazakhstan United Arab Emirates Kenya USA Korea (south) Venezuela Kuwait Yemen Laos Zambia Caine & Weiner's global network of collection partners reduces the risk for businesses engaged in International commerce Caine & Weiner, as an active alliance partner of Global Credit Solutions (GCS) can provide debt collection and risk management services to companies conducting businesses outside of the U.S. Though our global network of GCS partners, we have full -service centers in 90+ countries, with over 4000 employees. With knowledge of local customs, cultures and proven collection experience in their respective countries, our partners communicate with your customers locally in their own language — providing a strategic advantage over creditors thousands of miles away attempting to reach them. Files are handled on a contingent basis. Legal action is undertaken only with the client's approval. Corporations engaged in business outside of the U.S. are better able to manage their accounts receivable and minimize their risk by leveraging strategic information. International services provided • 1st & 3rd party commercial & consumer collection services • Investigations • Due diligence reporting • Credit/ business Reports • Skip tracing • Credit risk management Investigations yw° A comprehensive financial and background analysis allows our client to respond immediately to suspected criminal or civil wrongdoing. The report is individually researched and double -verified for accuracy. Due Diligence Reporting Due diligence reporting is available on every file, minimizing your risk and keeping you updated at all times on the status of your files. Credit/Business Reports Credit reports, ranging from verbal file checks to written trade and status reports are also available to you through our International services division. Corporate information regarding directors, shareholders, operations, trade and mercantile background as will as financial data is investigated and discreetly shared with you. Skip tracing, Process serving, litigation & judgment execution One of the most frustrating experiences is to be unable to locate a person or the assets that will enable a recovery. We can carry out this vital task through our skip tracing resources in over one hundred countries. Credit Risk Management • Assess operations & procedures of customers • Identify areas where their may be exposure to risk • Determine options to reduce or offset the risk • Provide a comprehensive report with recommendations • Assist or implement agreed recommendations with management • Conduct audits to ensure recommendations achieve the destred effects Some of our valued clients PitneyBowes Document Messaging Technologies i 1 �w � 360A Lor er,az 3�r ds rT rnk4'a Buy.com FWe-sti7- waters 0 onsler Cos Angeles 4 CAPITOL INSURANCE COMPANIES. E NACM Midwest I 'Caine LWeme, has been an excellent alliance pannef for our Association over the past three years. They provide our membership v th exceptional service and outstanding results. It has been great to be p./ able to soft vrth such a reputable agency,' r -- Phil lauanzio, CCE President of NACM Midwest if since Fray..... For over seven decades the world's leading businesses have relied on Caine & Weiner's team of certified collectors to collect their bad debts and past due accounts. Caine & Weiner is a leading Full -service Accounts Receivable Management Enterprise, with a network of National Collection Centers strategically located throughout the country. Client satisfaction is our highest priority. Since 1930 we have delivered outstanding performance and unmatched service to our world wide clients. Our team of tenured collection professionals, supported with cutting -edge technology, has the skills to help you accomplish your accounts receivable management objectives. Collections are handled on a contingent collection basis —no collection no charge. Click here for your copy of.• 'Everything You Ever Wanted to Know About Collections But Were Afraid to Ask.' CW Connect Global Credit Solutions Accessing your files j,;. International services eCAVbF ' J Commercial Third Parry Debt Collections J Consumer Third Parry Debt Collections First Parry Outsourcing J International Credit. Collection & Investigation Services Letter -Writing Services > What Sets Caine & Weiner apart.... Benefits > Collection Expertise in Every Major Industry Pff Z - Maximum Recoveries > Impeccable Service Thorough Accountability > Professional & Ethical > Compliance Alliances & Partnerships Express Pay Strategic business partners lime, m Two easy pal TheBiz Credit & Collection News from Caine & Weiner Auras Sales post best August in five years 58P/Experian; Consumer d¢hults drop in August Caine & Weiner expands Southwest Center Woodland Hills, CA —On Monday, September 17th, following several weeks of preparations, normal business operations resumed at Caine & Weiner's newest center in Addison, Texas located within the greater Dallas area. The move to larger facilities from their former site in Plano, TX. where they have conducted operations since May of 2010, was needed to accommodate Caine & Weiner's growing work force and provide the opportunity for continued expansion while managing their high level of customer service to their clientele. With increased demand for Caine & Weiner's domestic and international accounts receivable management solutions and expertise, this latest relocation to larger facilities follows similar moves at each of their other centers in Los Angeles, Chicago, Buffalo and most recently in Louisville. The new office suite is located in the upscale Addison Plaza which is situated in a highly desirable hub of commerce, providing access and greater visibility to the industry work force. "Our decision to expand to a larger Southwest full -service center and add to our existing staff;' said Greg Cohen, Caine & Weiner's President & CEO, "reflects our steadfast commitment to serve all our stake -holders in our on -going pursuit to deliver the optimal performance and exceptional service with the best -in -class industry professionals." 16200 Addison Rd. Suite #190 Addison, TX 75001 972.248.6499 972-248.7544 Fax Foreclosure starts fell on annual basis in August By Alex Vetga Associated Press LOS ANGELES—The evolution of the U.S. foreclosure crisis is increasingly diverging along state lines. On a national level, fewer homes- were placed on the foreclosure track last month than in August last year, when they hit a 17 -year high, foreclosure listing firm RealtyTrac Inc. said Thursday. At the same time, so-called foreclosure starts increased almost exclusively in states like Florida and New York, where the courts must sign off on foreclosures, the firm said. Conversely, in many so -calved non -judicial states, like California and Arizona, the number of foreclosure starts declined versus August last year. Full story Rising gas prices crimp Americans' spending By Christopher S. Rugaber Assodated Press WASHINGTON -- Higher gas prices are crimpingconsumer spending and slowing the already -weak U.S. economy. And they could get worse in the coming months. The Federal Reserve this week took steps to boost economic growth. But those stimulus measures are also pushing oil prices up. If gas prices follow, consumers will have less money to spend elsewhere. The impact of the Fed's actions "is likely to weigh on the value of the U.S. dollar and lift commodity prices," said Joseph Carson, U.S, economist at Alliance Bernstein. "We would not be surprised if (it) fueled more inflation in coming months, squeezing the real income of U.S. workers." Americans are already feeling pinched by high unemployment, slow wage growth and higher gas prices. Consumers increased their spending at retail businesses by 0.9 percent in August, the Commerce Department reported Friday. But that was largely because they paid more for gas. Excluding the impact of gas prices and a sizeable increase in auto sales, retail sales rose just 0.1 percent. Perhaps more telling is where Americans spent less. Consumers cut back on clothing, electronics and at general merchandise outlets — discretionary purchases that typically signal confidence in the economy. Gas prices have risen more than 50 cents per gallon in the past two months. The national average was $3.87 a gallon on Friday. Most of the increase took place in August, which drove the biggest one -month increase in overall consumer prices in three years, the Labor Department said Friday in a separate report. "Consumers were not willing to spend much at the mall since they are feeling the pump price pinch," said Chris Christopher, an economist at IHS Global Insight. Weaker retail sales will likely weigh on growth in the July -September quarter. Economists at Bank of America Merrill Lynch slashed their third-quarter growth forecast to an annual rate of only 1.1 percent, down from 1.5 percent. That's not. nearly fast enough to spur more hiring, which has languished since. February. The Fed is hoping to kick-start growth with a series of bold steps announced Thursday that could make borrowing cheaper for years. Full story Richest 400 Americans' net worth jumps 13 percent to $1.7 trillion: Forbes By Dan Bums Reuters NEW YORK The net worth of the richest;Aeiierfcans.grewby13 percent in the past year to$1.7 trillion, Forbes magazine said, and familiar cast of charactersonce. again populated the top of the magazine'sannual list of the ,U.S. utter -elite, including Bill Gates, Warren Buffett; Larry Ellison and the Koch brothers. The average net worth of the 400 wealthiest Americans rose to a record $4.2 billion, the magazine said. Collectively, this group's net worth is the equivalent of one -eighth of the entire U.S. economy, which stood at $13.56 billion in real terms according to the latest government data. But the 13 percent growth in the wealth of the richest Americans far outpaced that of the economy overall, helping widen the chasm between rich and poor. Bill Gates, the chairman of Microsoft Corp, topped the list for the 19th year in a row with $66 billion, up $7 billion from a year earlier. Warren Buffett, chairman and chief executive of insurance conglomerate Berkshire Hathaway Inc, stood second with $46 billion, followed by Larry Ellison, head of software maker Oracle Corp, with $41 billion; and the Koch brothers, Charles and David, who run the energy and chemicals conglomerate that bears their name, Koch Industries, were tied for fourth with $31 billion, Forbes said. The ranks of the top. five were unchanged from a year earlier. Two notable names dropped from the top 10, however. Casino magnate Sheldon Adelson, also active in conservative political causes, fell to the 12 spot from No. 8 last year, and financier George Soros dropped five spots to No. 12 from the No. 7 position one year ago. The disappointing stock market debut of Facebook Inc also took a toll on the fortune of its founder and CEO, Mark Zuckerberg. His net worth fell by nearly half to $9.4 billion, and he slid to the No. 36 slot from No. 14 a year ago, Forbes said. Professional Service, Personal Attention —Proven Resultsl Demand for credit rises as overall consumer risk falls By Darren Waggoner Credit and Credit Risk Demand for consumer credit showed an increase of 21.4 percent in the second quarter ended June- 30 compared with the year-ago period, according to TransUnion's Total Inquiry Index. "The increase in consumer -initiated inquiries indicates stronger consumer demand for credit, and maybe a signal that consumers are beginning to increase their spending on discretionary items and larger -ticket purchases, reflecting stronger consumer sentiment and confidence toward the U.S. economy," says Charlie Wise, director of research and consulting in TransUnion's financial services business unit. TransUnion's Credit Risk Index, a gauge of the risk inherent in the U.S. credit -using population, fell in the second quarter, reversing the increases seen in the prior two quarters. A higher index indicates a higher level of credit risk. "It was good to see the credit risk level decline this quarter to roughly the same level it was last- year," says Wise. "Delinquency rates for major loan types have all declined in the first half of 2012, and that contributed to the drop in theriskindex in the second quarter." flE*p)T—Automakers fumed in their i sk'ptigust since before the 2007Ag recession; with IJiB. manthly auto sales rising 20 percent- fmm a year ago as rxmsumers vdth aging vehices showed more confidence in buying big -ticket items on easier credit terms. The Credit Risk Index decreased 1.57 percent in the second quarter compared with the prior quarter, from 123.98 to 122.03. On a year - over -year basis, the Credit Risk Index had a nominal 0.66 percent Increase. Delinquency rates for major consumer loan types, including: bankcard, auto, and mortgage, all declined on a quarter -over -quarter basis in each of the first two quarters of 2012. Delinquency rates for each of these loan types remained flat or declined year -over -year from Q2 2011 to Q2 2012. These improvements in loan delinquency, rates have offset moderate increases in consumer borrowing: over the past year. Full Stony Home sales jump to highest since May 2010 By Christopher S. Rugaber Associated Press WASHINGTON — A jump in sales of previously occupied homes and further gains in home construction suggest the U.S. housing recovery is gaining momentum. Sales of previously occupied homes rose 7.8 percent in August from July to a seasonally adjusted annual rate of 4.82 million, the National Association of Realtors said Wednesday. That's the highest level since May 2010, when sales were aided by a federal home -buying tax credit. At the same time, builders broke ground on 2.3 percent more homes and apartments in August than July. The Commerce Department said the annual rate of construction rose to a seasonally adjusted 750,000. The increase was driven the best rate of single-family home construction since April 2010. The pair of reports comes amid other signs of steady progress in the housing market after years of stagnation. New -home sales are up, builder confidence is at its highest level in more than six years and increases in home prices appear to be sustainable. Auto sales post best August in five years By Bernie Woodall and Deepa see&ana mn . Reuters Big sales gains were achieved by Japan's Toyota Motor Corp <7203.T> and Honda Motor Co <7267.T>, which continued to recover after last year's earthquake and tsunami. RIO All three Detroit automakers increased August sales more than analysts had expected. - Total sales for the month were 1,285,202 vehicles, according to Autodata Corp, the highest monthly sales figure for any August since 2007. when 1.47 million autos were sold in the United States. "The reason for the improvement is that consumers are feeling better about making big -ticket item purchases;": said Jesse Toprak, autos analyst. with TrueCar.com. He also said that new models from Detroit and foreign automakers gave consumers "the best selection ever." The auto sales pace last month was the latest sign suggesting consumer spending fared better early in the third quarter after weak consumption held back economic growth to a 1.7 percent. annual pace from April through June. Full story Caine & Weiner —Since 1930, the world -class accounts receivable manogement solution for the global business community Established in 1930 by Sidney Caine and Charles Weiner, the firm has offices strategically located across the country to service their 2,500 clients. S&P/Experian: Consumer defaults drop in August By Ben Fox Market Watch Consumer defaults in August declined for the eighth consecutive month, as nearly all loan types posted their lowest rates since the end of the recession, according to a monthly survey from Standard & Poor's Indexes and Experian PLC (EXPGY, EXPN.LN). The composite index recorded a post -recession low of 1.5% last month, down slightly from 1.51% in July. A year-earlier, the rate was 2.04%. July. Still, the rate was below the 1.31% recorded a year ago. Bank card defaults fell to 3.77%, from 3.83% in July and 5.26% last year. First mortgage defaults dropped to 1.4%, from 1.41% in July and 1.92% a year ago. Second mortgage defaults fell to 0.72%, the lowest rate in its history of over eight years and below the 0.75% in July and 1.27% last year. Only auto loan default rates "While continuing to fall, most rose, to 1.09% from 1.01% in of the August changes- in default rates were small compared to what we saw in the first half of the year," says David M. Blitzer, chairman of the index committee for S&P Dow Jones Indices. "As the consumers' financial condition continues to improve their credit default rates showed small changes from July to August, in most cases the trend was either down or flat." Geographically, default rates in August from July were flat in New York City, fell in Los Angeles, and rose in Chicago, Dallas and Miami. REPORT SAMPLES 2 Q E m L Q a a V m Y c. m o o ry ry ry o vi m m m m mmm m �moon.J .: o nd dl.i o�.: .-i lric w c.m+.mi Z n g �-1 r1 N 14H O N CI CI '1 Lr; (YI M 10 AI m N N N N N N N N N N N N N N N N N ON N N N N N N N N N N N N N N N N NO NO NO "'N I�i mnn\In v\i v\i u\i v\innnS�mmo�vaee f 10 m m N rl .y m m m e'1 t1 Ol '1 O N 6 6 1 1 6 6 d Q Q L p L d 1 6 4 Q d 6 6 6 p mll N ry O O OOi a I~h Vet b ... 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Box 5010 ASSIGNMENT DATE Woodland Hills, CA 91365-5010 06-01-06 TO 06-21-07 CLIENT: DEBTOR # DEBTOR NAME CLI-REF # 247750005 DT-ASGN 07-17-06 PN-ASGN . 4796.00 PRN-COLL C.00 CAN-AMT 4796.00 BALANCE LST-PAY 0.00 STS COB 2204904 A 10-03-06 4297.20 1000.00 0.00 3297.20 10-17.06 PAY 2369917 A[ 263606803 287243600 09-18-06 599.00 0.00 599.00 0.00 Cu 2342236 AI LTANTS 262526600 06-18-07 7440.00 0.00 0.00 7440.00 ACT 2856282 Al 203391300 10-12-06 698.75 698.75 0.00 0.00 12-15-06 PIF 2389564 Al FORMING 269510006 06-18-07 1225.00 0.00 0.00 1225.00 ACT 2856285 Al 279557703 06-30-06 44120.50 0.00 44120.50 0.00 COB 2176295 Al RY 10-12-06 11888.00 11888.00 0.00 0.00 10-20-06 PIF 2389565 Al 203424804 01-17-07 7892.64 2095.00 0.00 5797.64 03-19-07 LEG 2571816 Al 208782302 02-26-07 912.00 311.41 0.00 600.59 05-31-07 PAY 2647375 Al 232950001 08-04-06 3120.00 3120.00 0.00 - 0.00 10-17-06 PIF 2239104 Al 213321706 06-09-06 333.00 333.00 0.00 0.00 07-24-06 PIF. 2136305 Al 619400003 248489706 09-18-06 734.40 0.00 734.40 0.00 CO 2342235 Al - 284760000 09-18-06 698.75 698.75 0.00 0.00 09-25-06 PPA 2342234 A! RNARDINO 216087804 06.09-06 1198.00 0.00 1198.00 0.00 CO 2136307 Al - 06-09-06 800.00 800.00 0.00 0.00 06-29-06 PIF 2136308 BI 7RPORATED 200580004 0.00 0.00 9593.02 KT 253579303 06-18-07 9593.02 2856287 BE -- - 240763703 07-17-06 9192.80 9192.80 - 0.00 0.00 08-16-06 PIF 2204897 BF 1 261271006 06-14-07 500.00 0.00 0.00 500.00 ACT 2850761 c 259512702 01-30-07 990.00 990.00 0.00 0.00 03-09-07 PIF 2596909 CI 286929506 03-06-07 2198.24 2198.24 0.00 0.00 03-23-07 PIF 2666331 Cl 1TRY 203696205 07-27-06 2096.25 2096.25 0.00 0.00 08-07-06 PIF 2225380 Cl _ 4G CARE 12.05.06 1149.20 0.00 0.00 1149.20 ACT 2489148 Cl ,. 1ITY MS 251106402 1500.00 1500.00 0.00 0.00 06-21-06 PPA 2136306 Cl 244732003 06-09-06 0.00 3125.00 ACT 245527601 06-14-07 3125.00 0.00 2850765 C; 275947700 04-02-07 2247.00 1400.00 0.00 847.00 05-22-07 PAY 712283 C. 06-30-06 526.85 526.85 d.00 0.00 07-18-06 PIF 2712283 176301 C. 289440104 04-23-07 114.20 0.00 0.00 114.20 ACT 2749598 C("-^ 218447806 07-19-06 2500.00 2500.00 0.00 0.00 12-22-06 PPA 2211891 C( - 258599600 06-09-06 825.00 825.00 0.00 0.00 07.18-06 PIF 2136309 C( 272368806 10-26-06 _ 18468.00 18468.00 0.00 0.00 11.03-06 PIF 2410794. Cl IE COMPAN• 251669703 0.00 0.00 352.00 ACT 282532003 02-09-07 352.00 2615417 Cl 239802500 10-03-06 264.00 264.00 0.00 0.00 12-01-06_ PIF 2369918 Cl :E 07-17-06 399.00 399.00 0.00 0.00 08-04-06 PIF 2204913 D, 1 217822706 05-29-07 2229.00 0.00 0.00 2229.00 ACT 2821863 DI - 287462g00 07-17-06 9747.00 0.00 9747.00 0.00 BAN 2821863 DI ( 287462000 - OS-21-07 660.00 D.00 0.00 660.00 ACT 2796440 DI )DID 054379102 CLIENT INVENTORY PAGE 2 DEBTOR q DEBTOR NAME CLI-REF M DT-ASGN PN-ASGN PRN-COLL CAN-AMT BALANCE LST-PAY STS 2796438 DR; 063348106 05-21-07 298.00 298.00 0.00 0.00 05-24-07 PPA 2561481 E £ 226362603 01-11-07 4226.06 0.00 0.00 4226.06 MITT 2454069 EC( RIES 218758606 11-15-06 10058.00 10058.00 0.00 0.00 01-03-07 PIF 2211886 ENT )EVELOPM 293533800 07-19-06 788.75 0.00 788.75 0.00 CU 2369919 ESI 280247100 10-03-06 216.00 216.00 0.00 0.00 11-20-06 PIF 2204898 FAT - - 278341700 07-17-06 1983.75 1983.75 0.00 0.00 07-25-06- PIF 2204891 FL( 227633000 07-17-06 510.00 0.00 510.00 0.00 CU 2647374 FO( 245933004 02-26-07 10992.85 0.00 0.00 10992.85 ACT 2596910 FO( 281923600 01-30-07 9009.21 0.00 9009.21 0.00 COB 2290521 FOI 229043006 08-30-06 1869.00 1869.00 0.00 0.00 11-28-06 PIF 2204910 FOL 285014800 07-17-06 930.00 930.00 0.00 0.00 08-03-06 PIF 2561483 FRI DISTRICT 247215301 01-11-07 2595.00 2595.00 0.00 0.00 01-24-07 PIF 2749600 FUI 219977704 04-23-07 425.00 0.00 0.00 425.00 ACT 2856289 G 1649100001 06-18-07 1225.86 0.00 0.00 1225.86 ACT 2609216 GH) 244220900 02-05-07 3240.00 3240.00 0.00 0.00 03-27-07 PIF 2507634 GOT --- -- 242159503 12-13-06 5094.56 5094.56 0.00 0.00 01-30-07 PIF 2204906 GRi 21 232166804 07-17-06 9312.22 7500.00 0.00 1812.22 06-20-07 PAY 2530305 GRI .., ,.. 274983004 12-27-06 3450.00 3450.00 0.00 0.00 01-05-07 PIF 2176300 GRI - - 219393DO5 06-30-06 232.50 232.50 0.00 0.00 08-11-06 PIF 2204908 HAT -.-. ITION 265613504 07-17-06 905.00 905.00 0.00 0.00 03-27-07 PIF 2856290 HAI -- 275131802 06-18-07 520.00 0.00 0.00 520.00 - ACT 2680664 HAI 226244900 03-15-07 3265.50 0.00 3265.50 0.00 CAN 2530306 HE/ - EAL ESTA 241384706 12-27-06 3745.10 3745.10 0.00 0.00 01-17-07 PIF 2596911 HIT S 295613102 01-30-07 2176.00 2176.00 0.00 0.00 02-02-07 PIF 2410796 HOI -- 240479805 10-26-06 2345.00 0.00 0.00 2345.00 ACT 2225373 HUI INC 220344003 07-27-06 770.90 770.90 0.00 0.00 09-15.06 PIF 2342233 HU1 D CITY 272275006 09-18-06 2262.50 2262.50 0.00 0.00 11-03-06 PIF 2211884 IN' i. 275954000 07-19-06 2155.00 2155.00 0.00 0.00 08-07-06 PIF 2176299 IRI - - 245194806 06-30-06 35850.00 0.00 35850.00 0.00 COB 271.9602 IW EGE OF 293886401 04-23.07 7091.10 7091.10 0.00 0.00 04-26-07 PPA 2465966 JMI^---- 233437503 11-22-06 3244.61 3244.61 0.00 0.00 01-30-07 PIF 2489149 JMI 233437503 12-05-06 249.64 249.64 0.00 0.00 02-12-07 PIF 2389566 J01 - RE CONSU 254759503 10-12-06 19105.80 17712.80 1393.00 0.00 11-22-06 CPN 2561485 JOI ND 289534803 01-11-07 300.00 300.00 0.00 0.00 01-12-07 .PIF 2162881 JUT 264394001 06-22-06 582.00 582.00 0.00 0.00 06-30-06 PIF 2596912 KEI - - HOUSE 246769306 01-30-07 530.00 53U.00 0.00 0.00 03-09.07 PIF 2647377 KEI 257881002 02-26-07 128.00 128.00 0.00 0.00 05-18-07 PIF 2465963 KII 288739802 11-22-06 5304.78 0.00 5304.78 0.00 BAN 2389567 K11 256628702 10-12-06 4139.00 0.00 4139.00 0.00 COB 2455810 KII - 271943302 11-16-06 3980.75 3980.75. O.DO 0.00 02-14-07 PIF 2211889 KIT SUZUK1 296158203 07-19-06 1994.21 1994.21 0.00 0.00 08-07-06 PIT 2796441 LAI SNYDER 028934102 05-21-07 1160.25 0.00 0.00 1160.25 ACT 2732552 LEI NCY INC 661410002 04-16-07 1829.20 0.00 0.00 1829.20 ACT 2507635 1-11 285561500 12-13-06 275.00 0.00 275.00 0.00 CU 2489150 LOT 222165005 12-05-06 2188.40 2188.40 0.00 0.00 12-12-06 PIF 2239105 MAI 202575004 08-04-06 10752.00 4480.00 6272.00 0.00 08-11.06 CPN 2561487 MAT 233675002 01-11-07 230.00 230.00 0.00 0.00 04-11-07 PIF 2225372 MAT AR - 253B70105 07-27-06 550.29 550.00 0.29 0.00 08-11-06 PIF L CLIENT INVENTORY PAGE 3 DEBTOR # DEBTOR 2136303 M NAME CLI-REF # 275829805 DT•ASGN 06-09-06 PN-ASGN 535.00 PRN•COLL 535.00 CAN-AMT 0.00 BALANCE LST•PAY 0.00 06-12-06 SIB PIF 2796442 M 050010203 05-21-07 712.00 - 0.00 0.00 712.00 ACT 2465964 M 258543605 11-22-06 121.52 0.00 121.52 0.00 Cu 2225371 M .LES 295934004 07.27-06 676.00 676.00 0.00 0.00 08.22-06 PIF 2546565 M 236929501 01.04.07 9595.00 9595.00 0.00 0.00 01.12-07 PIF 2530307 N 237976701 12.27.06 1397.50 1397.50 0.00 0.00 12-29-06 PPA 2211882 N UP. 214183804 07.19-06 1596.00 0.00 1596.00 0.00 Cu 2680683 N 247630902 03-15.07 5850.56 5850.56 0.00 0.00 04-25.07 PIF 2239107 N 296691603 08.04-06 235.11 235.11 0.00 0.00 08-18-06 PIF 2136304 0 270705804 06-09-06 1797.00 1797.00 0.00 0.00 06-27.06 PIF 2530308 0 273220905 12-27-06 4044.00 0.00 0.00 4044.00 ACT 2342238 01 ICES 263831201 09-18-06 232.50 0.00 232.50 0.00 CHL 2136310 O ES INC 288610906 06-09-06 915.00 915.00 0.00 0.00 08-31.06 PIF 2749654 P. 265107006 04-23-07 1167.00 DAG 0.00 1167.00 ACT 2678434 P. ONG BEACH 215352605 03-14-07 9000.00 9000.00 0.00 0.00 05-18-D7 PIF 2507636 P °'""'i'�'� N 206845800 12-13-06 1400.00 0.00 1400.00 0.00 DUP 2530309 P ;:x�.�axg RVICES 248227000 12-27-06 2395.00 2395.00 0.00 0.00 01-12-07 PIF 2225370 P '4 'Nk, (SING 612800005 07-27-06 3247.00 1623.50 1623.50 0.00 08.16-06 .CPN 2369920 P W" g 263679500 10-03-06 2190.00 2190.00 0.00 0.00 10-09-06 PPA 2239103 RI ., PROPERTIE 247143805 08-04-06 4556.16 4556.16 0.00 0.00 02.26-07 PIF 2647376 R 228304904 02-26-07 4859.05 0.00 0.00 4859.05 ACT 2850766 R 215916304 06-14-07 12999.00 0.00 0.00 12999.00 ACT 2489151 RI •1I;*r 265613902 12-05-06 1024.00 1024.00 0.00 0.00 12-14-06 PIF 2680879 R. 1 :E-�,ey� 236094703 03-15-07 5796.00 5796.00 0.00 0.00 04.30.07 PIF 2680878 R( 264831803 03-15-07 3376.00 3376.00 0.00 0.00 05.23-07 PIF 2410797 SO _:_,,,�,..,,,;,� 219528002 10-26-06 9057.00 9057.00 0.00 0.00 11-10-06 PIF 2596913 SI LLC 254138603 01-30-07 4005.00 4005.00 0.00 0.00 05-08-07 PIF 2850767 Si s 219673801 06-14-07 745.00 0.00 0.00 745.00 ACT 2796443 S! ' 055944103 05-21-07 1216.80 1216.80 0.00 0.00 06.07-07 PIF 2204858 SL 266956701 07-17-06 9591.25 0.00 0.00 9591.25 LEG 2341957 S1 '" 210132300 09-18-06 135.00 135.00 0.00 0.00 04-04.07 PIF 2821B65 Sl ,s TY - 299958304 05-29-07 11270.00 100.00 0.00 11170.00 06-12-07 PAY 2561490 SO!uzva 217198601 01.11-07 837.00 0.00 837.00 0.00 CAN 2162879 ST`+ .,g 628210004 06-22-06 12189.00 12189.00 0.00 0.00 08-15-06 PIF 2225376 SL -j 297266502 07-27-06 264.00 264.00 0.00 0.00 12-20.06 PIF 2204850 SL =°'"='w'� SSION HU 288086503 07-17-06 7737.73 7737.73 0.00 0.00 08.31-06 PIF 2454109 TA 219691905 11-15-06 6268.00 6268.00 0.00 0.00 01-30-07 PIF 2796444 TE 018520202. 05-21.07 702.00 0.00 0.00 702.00 ACT 2211887 TE IANCIAL 202430900 07-19.06 1807.00 0.00 1807.00 0.00 COB 2454110 TE 216090206 11-15-06 1117.50 1117.50 0.00 0.00 03-12-07 PIF 2796447 TH 041189105 05-21-07 1062.00 688.50 0.00 373.50 06-11-07 PAY 2489152 TH :IVE SVCS .257829003 12-05-06 5235.00 5235.00 0.00 0.00 12-14.06 PIF 2561491 TI 273017006 01.11-07 3899.08 3899.08 0.00 0.00 03-28-07 PIF 2733972 TC :ONTROL 298894702 04-16-07 1292.75 0.00 0.00 1292.75 ACT 2530310 TC 239242802 12-27-06 1475.00 1475.00 0.00 0.00 02-28.07 PIF 2369921 TR 250800900 10-03-06 875.00 525.00 0.00 350.00 11-16-06 PAY 2666329 TU 233584503 03-06-07 1999.00 19,99.00 0.00 0.00 03-27-07 PIF 2454111 UN AL 224802900 11-15-06 850.00 0.00 850.00 0.00 Cu CLIENT INVENTORY PAGE 4 DEBTOR N DEBTOR NAME CLI-REF # DT-ASGN PN-ASGN PRN-COLL CAN-AMT BALANCE LST-PAY STS 2561493. UNIX LIARY SERVICE 29,9370002 01-11-07 3246.00 3246.00 0.00 0.00 02-20-07 PPA 2850768 US I 260466006 06-14-07 2962.00 0.00 0.00 2962.00 ACT 2796445 VALL -. THEATRE 069400203 05-21-07 2712.00 0.00 0.00 2712.00 ACT 2225378 VAST FION 290468802 07-27-06 698.75 698.75 0.00 0.00 07-31-06 PIF 2162880 WEST %SOUND INSTIT 251614602 06-22-06 2701.60 2701.60 0.00 0.00 07-14-06 PIF 2342237 WEST 278718204 09-18-06 5400.85 5400.85 0.00 0.00 02-21-07 PIF 2715197 WIRE IMUN[CATIONS 218867305 03-28-07 301.9.75 0.00, 0.00 3049.75 ACT ACCOUNTS LISTED 140 NET ASSIGNED 391,164.10 TOTAL CANCELLED 136,469.95 TOTAL ASSIGNED 527,634.05 TOTAL BALANCE 118,195.59 TOTAL COLLECTED 272,968.51 Caine & Weiner PERFORMANCE STATISTICS 09:08AM 06-21-07 LST ASGN: 06-18-07 -------- ASSIGNED -------- ------ COLLECTED ------ ---CANCELLED--- -OPEN A000UNTS- # AMOUNT AVG 11 AMOUNT % N AMOUNT p AMOUNT MONTH TO DATE - 10 40335 4033 1 1897 0 1 837 10 40335 YEAR TO DATE 55 181073 3292 36 127422 43 16 105725 31 95607 TOTAL TO DATE " 2701 5403628 2001 1574 3300784 79 651 1208636 476 894208 . May vary from Client Inventory totals because of purging, abnormal updates, or status exclusions. SUMMARY OF STATISTICS BY STATUS STATUS NUMBER ASSIGNED CANCELLED NET ASSIGNED COLLECTED_ BALANCE RCVY% ACT 28 80130.13 0.00 80130.13 0.00 80130.13 0.00 BAN 2 15051.78 - 15051.78 0.00 0.00 0.00 0.00 CAN 2 4102.50 4102.50 0.00 0.00 0.00 0.00 CNL 1 232.50 232.50 0.00 0.00 0.00 0.00 COB 6 99721.71 99721.71 0.00 0.00 0.00 0.00 CPN 3 33104.80 9288.50 23816.30 23816.30 0.00 100.00 CU 9 6672.67 6672.67 0.00 0.00 0.00 0.00 DUP 1 1400.00 1400.00 0.00 0.00 0.00 0.00 LEG 2 17483.89 0.00 17483.89 2095.00 15368.89 11.98 MRT 1 4226.06 0.00 4226.06 . 0.00 4226.06 0.00 PAY 7 29975.42 0.00 29975.42 11524.91 18450.51 38.45 PIF 70 216611.24 0.29 -216610.95 216610.95 0.00 100.00 PPA 8 18921.35. 0.00 18921.35 18921.35 0.00 100.00 140 527634.05 136469.95 391164.10 272968.51 118195.59 69.78 SUMMARY OF STATISTICS BY AGE OF ACCOUNT -------------------------- CATEGORY NUMBER ASSIGNED CANCELLED NET ASSIGNED COLLECTED BALANCE RCVY% UP TO 30 - 35 250772.33 114885.99 135886.34 82228.88 53657.46 60.51 UP TO 60 19 97342.31 1807.00 95535.31 65267.45 30267.86 68.32 UP TO 90 36 76802.85 7407.46 69395.39 50589.40 18805.99 72.90 UP TO 120 36 89567.15 11257.50 78309.65 64494.57 13815.08 82.36 UP TO 180 12 11751.91 1112.00 10639.91 8990.71 1649.20 84.50 UP TO 360 2 1397.50 0.00 1397.50 1397.50 0.00 100.00 - OVER 360 0.00 0.00 0.00 0.00 0.00 0.00 140 527634.05 136469.95 391164.10 272968.51 118195.59 69.78 SUMMARY OF STATISTICS BY AMOUNT OF ASSIGNMENT --------------------------------------------- CATEGORY NUMBER ASSIGNED CANCELLED NET ASSIGNED COLLECTED BALANCE RCVYX UP TO 500 20 5304.47 629.02 4675.45 3284.25 1391.20 70.24 UP TO 1000 29 21077.44 4319.44 16758.00 12468.41 4289.59 74.40 UP TO 3000 39 71439.01 6001.00 65438.01 44920.25 20517.76 68.65 UP TO 5000 21 78911.26 13824.00 - 65087.26 42486.20 22601.06 65.28 UP TO 10000 20 153208.72 24060.99 129147.73 94913.60 34234.13 73.49 OVER 10000 11 197693.15 87635.50 110057.65 74895.80 35161.85 .68.05 140 527634.05 136469.95 391164.10 272968.51 118195.59 69.78 COLLECTION LETTERS 21210 ERWIN STREET einer EST. 1930 October 15, 2007 For. Ye Old Test Client Client # Ivan Glowinthedark 100 Desk # Mrs. Glowinthedark Account # Mr-1234 Cooling Tower C&W Office Fairfield, Ct 10601 Amount P.O. BOX 5010 WOODLAND HILLS, CA 91365-5010 TEL: (818) 226-6000 FAX: (818) 226.6010 1 105 Abc-123 (818)902-4204 $633.64 We have been unable to reach you by telephone and have had no response to our correspondence. In accordance With our policy to give you an opportunity to amicably resolve this debt prior to seeking further remedies, which may adversely affect your credit history, we are again requesting your assistance in this matter. We therefore demand that your payment for the above stated balance be received in our office within ten (10) days from the date of this letter. If you have any questions, please contact the undersigned immediately. Failure to comply will result in further collection action, which may include attorney involvement and possible legal action In the event our attorney deems it necessary to file suit, you will be held liable for all attorney fees, interest, court costs and any other miscellaneous expenses arising from this action Sincerely, CAINE & WEINER po"do ROW (818) 902-4204 For your convenience, we accept payment via the Internet Visit our ExpressPay option at www. expresspay-cw. corn This is an attempt to collect a debt by a debt collector and any information obtained will be used for that purpose. NOTICE: SEE REVERSE SIDE FOR IMPORTANT INFORMATION. P.O. Box 8500 Make checks payable to Caine & Weiner, Van Nuys, CA 91409-8500 - or for credit card payment Address Service Requested You are hereby authorized to charge my credit card account Check one: 13 Visa ❑ American Express ❑ MasterCard RD19R PERSONAL & CONFIDENTIAL #BWNFMTN #0441 92D013321548# Ivan Glowinthedark 100 Mrs. Glownthcdark Mr -I 234 Cooling Tower Fairfield, Ct 10601 RD198 MM57P 1071 000002189 044192 2-CRE Card Number.__- _____________ ExpirationDau,, / / PaymontAmount Caine & Weiner P.O. Box 8500 Van Nuys, CA 91409-8500 Ildu�iJbadlhnhhdnlubhllndluJlmll��nLll einer EST. 1930 21210 ERWIN STREET P.O. BOX 5010 WOODLAND HILLS, CA 91365-5010 TEL: (818) 226-6000 FAX: (819) 226-6010 October 15, 2007 For. Ye Old Test Client . Client # : 1 Ivan Glowinthedark 100 Desk # : 105 Mrs. Glowinthedark Account # : Abc-123 Mr-1234 Cooling Tower • C&W Office : (818) 902-4204 Fairfield, Ct 10601 Amount : $633.64 Please refer to C&W# :100 Dear Sirllvfadam We are disappointed in your continued silence regarding the above unpaid balance. Your failure to discuss this debt is leaving us no alternative but to take further action in order to protect our clients interests. You have ten (10) days from the date of tbis letter to contact the undersigned with arrangements to clear this balance. This is an attempt to collect a debt Any information will be used for that purpose. Sincerely, For your convenience, we accept payment via the Internet pl agao- R6fr Visit our ExpressPay option at www. expresspay-cw. com (818) 902-4204 - This is an attempt to collect a debt by a debt collector and any information obtained will be used for that purpose, NOTICE: SEE REVERSE SIDE FOR IMPORTANT INFORMATION. P.O. BOX8500 Make checlm payable to Caine & Weiner, Van Nuys, CA 91409-8500 or for credit card payment You are hereby authorized to charge my credit card account Address Senice Reglrested Check one: ❑ Visa ❑ American Express - ❑ MasterCard RDUD Card Number -----_____ ._— PERSONAL&CONFIDENTIAL Expiration Date ! / Payment Amount #BWNFMTN 40441 920013321498# Signature . ]vanGlowinthedark loo Mrs. G1oNinthedark Caine& Weiner Mr-1234 Cooling Tour. P.O.Box 8500 - Fairfield, Ct 10601 Van Nuys, CA 91409-8500 IldnuJldullh r ibadrrinb 611ndlrrJludlnnlrrll RD/10 ODD147P1 n 000W2189044192 Z-CRE au� (a EST. 1930 October 15, 2007 ewer Ivan Glowinthedark Mrs. Glowinthedark 1234 Cooling Tower l3oston, AE 98123 21210 ERWB4 STREET P.O. BOX 5010 WOODLAND HILLS, CA 91365-5010 TEL: (818) 226-6000 FAX: (818) 226-6010 For. Ye Old Test Client Client # : 1 100 Desk # :100 Account # : Abc-123 Direct Dial # (818) 902-4206 Amount Due : $9459.63 Please refer to C&W# :100 Your account has been listed with our company for collection. This is an attempt to collect a debt and any information obtained will be used for that purpose. If paid in full to this office, all collection activity will be stopped. Unless you notify this office within 30 days after.receiving this notice that you dispute the validity of the debt or any portion thereof, this office will assume the debt is valid. If you notify this office in writing within 30 days from receiving this notice, this office will obtain verification of the debt or obtain a copy of a Judgment and mail you a copy of such Judgment or verification. If you request this office in writing within 30 days of receiving this notice, this office will provide you with the name and address of the original creditor, if different from the current creditor. . To speak With us directly, contact us at (818) 902-4206. Sincerely, For your convenience, we accept payment via the Internet Visit our ExpressPay option at www.expresspay-cw.con' (818) 902-4206 This is an attempt to collect a debt by a debt collector and any information obtained will be used for that purpose. NOTICE: SEE REVERSE SIDE FOR IMPORTANT INFORMATION, P.O. Box 8500 Van Nuys, CA 91409-8500 Change Service Requested RD10i PERSONAL & CONFIDENTIAL #BWNFMTN #0441 9200 21508326# Ivan Glowinthedark Mrs. Glowinthedark 1234 Cooling Tower Boston, AE 98123 ROM 000145P t 7030000026044192 Z-CRE Make checks payable to Caine & Weiner, or for credit card payment You are hereby authorized to charge my credit card account Check one ❑ Visa . ❑ American Express ❑ MasterCard Card Number. ---------------- Expiration Date: / / Payment Amount 100 Caine .& Weiner P.O. Box 8500 Van Nuys, CA 91409-8500 • IlduuJLhdll„hhL1LJh161JhnlluJlnnlnll Cv NON COLLUSION AFFIDAVIT AFFIDAITT OF NON -COLLUSION BY CONTRACTOR STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGLES ) GR E Cr^ fA . CO H erJ being first duly sn'orn deposes and sacs that helshc is �RP S. h h=%)_e t.r T 11. .,':ale e�eeef,'Pannn'.'Prrndm.' me ', o. n,, props utis; of C-Alt•.+e s Wetnre✓C. nett rae_fe:wa� who submits herewith to lie Citv of Vernon a proposal; That all statements of fact in such proposal are true: That such proposal was not made in the interest of or on behalf of any undisclosed person, partnership, company. association, organization or corporation: That such proposal is genuine and not collusive or sham; That said bidder has not. directly or indirectly by agreement_ communication or conference vwith anyone attempted to induce action prejudicial to die interest of the City of Vernon, or of any other bidder or anyone else interested in the proposed contract: and further That prior to the public opening and reading ofproposals, said bidder:. Did not directly or indirectly, induce or solicit anyone else to submit a false or sham proposal: Did not direcdp or indirectly, collude, conspire, connive or agree with amrone else that said bidder or am'one else could submit a false or sham proposal. or that anyone should refrain from bidding or wI'lhdraw his proposal: Did not in am manner, directly or indirectly seek be agreement_ communication or conference with anyone to raise o fix the proposal price, of said bidder or of anyone else, or to raise or Gs any overhead, profit or cost element of his proposal price. or of that of among else: Did not, directly or indirecth. submit his proposal price or am' breakdovm thereof. or the contents thereof. or divulge information or data relative thereto, to amcorporation, partnership. c y, association. organization. bid depository. or to any member or agent thereof; or to an}' ndivid al or group of individuals. ex my of Vernon. or to any person or persons who have armcrshiu or other fmaitetgrinlerel with said bidder in hisbusincss. the above infermatio mrect /1 r-� Title. !a7T- ' 1111101 l ✓ FEE & COST SCHEDULE EXHIBIT C SCHEDULE December 2012 EXHIBIT C Fees & Cost Schedule Caine & Weiner is pleased to offer our in-house collection activity at contingency fee rate of 20% of all monies recovered on each account. There are no other additional costs to the City of Vernon. Should an account be moved into the legal process, the contingency fee for recovery of funds moves to 25% of all monies recovered on each account. There are no other additional costs to the City of Vernon. Should the City of Vernon authorize litigation on a particular account, the contingency fee for recovery of funds moves to 30% of all monies recovered. For these files only the City may also be asked to front an estimated $450-$650 for initial filing and processing fees. These costs may be recoverable and would be reimbursed to the City when recovered. Los Angeles Chicago Louisville Buffalo Dallas www.caine-weiner.com EXHIBIT D EXHIBIT D LIVING WAGE PROVISIONS Minimum Livina Waaes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employer's compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. December 2012 EXHIBIT E EXHIBIT E EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS A. Contractor certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Contractor agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Contractor, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Contractor agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Contractor agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. December 2012 RECEIVED RECEIVED JAN 31 2013 3 0 2013 CITY CLERK'S OFFICE STAFF REPORT NY lWiviliflSTRATION Light & Power MWIK, DATE: February 5, 2013 TO: Honorable Mayor and City Council FROM: Carlos F. Fandino a��3 Director of Light & Power C `^3 RE: Approval of a Contract with Caine & Weiner for Debt Collection Services Recommendation It is recommended that the City Council find that approval of the proposed service agreement for collection services on past due receivables is exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. It is recommended that the City Council accept the proposal of Caine & Weiner to provide debt collection services to the City, as this agency has proven to be a qualified, capable respondent to the RFP issued by the City; and approve a contract with Caine & Weiner for a period of three years. Background On October 16, 2012, Resolution No. 2012-196 was approved and adopted by City Council to issue a Request for Proposal (RFP) for collection services on past due receivables from City of Vernon customers. Caine & Weiner was the only proposal received by the October 29, 2012 deadline. Currently, the City of Vernon does not have a relationship established with any debt collection agency to process outstanding debt for the Light & Power, Risk and Finance Departments. The Light & Power Department has thoroughly evaluated the Caine & Weiner proposal for Collection Services and all conditions of the RFP have been assessed. All Caine & Weiner in house fees will have a contingency rate of 20% of all monies recovered on each account, with no additional or hidden costs to the City. Should an account be escalated into a legal process, the contingency fee for recovery of funds moves to 25% recovered on each account, and if the City of Vernon authorizes litigation on a particular account, the recovery fee increases to 30%. Caine & Weiner may ask the City to advance a $450-$650 initial filing and processing fee during the 30% phase, but that cost may be reimbursed to the City when outstanding debt is recovered. The City of Vernon will have 24n access via website to view all accounts, reports and payment activities at no additional charge. Fiscal Impact The proposed collection services should result in a significant reduction of the Light & Power Department's bad debt expenses which the Department has conservatively estimated to be $150,000 in the 2012-2013 budget. Based on that estimate and the fee structure for collection services, the total annual cost is not expected to exceed $90,000. This would result in a net decrease of $60,000 in bad debt expenses per year. r�� LIGHT & POWER DEPARTMENT Carlos Fandino, Director of Light & Power January 16, 2013 Greg -A Gohen -a U-S: Mail Caine & Weiner 21210 Erwin Street Woodland Hills, CA 91367 Phone No. (818) 251-1701 Re: REQUEST FOR PROPOSAL — Collection of Past Due Receivables Dear Mr. Cohen: Thank you for your proposal dated October 25, 2012 for the above reference service. The City of Vernon is pleased to announce it hereby accepts your proposal. Please consider this letter as the City of Vernon commitment to enter into a contract. The formal contract documents are being prepared and will be submitted to you shortly for execution. Should you have any questions, do not hesitate to call me at (323) 583-8811 extension 834 or Javier Valdez extension 825. Sincere , arlos dino Jr.. Director of Light ower CF:JV: 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1425 Excfusi=5Industiiaf CITY ATTORNEY'S OFFICE INTER -DEPARTMENT MEMORANDUM DATE: January 15, 2013 TO: Carlos Fandino, Director of Light & Power FROM: Nicholas G. Rodriguez, City Attorney RE: Caine & Weiner Company, Inc. \�1 I have received and reviewed the Memorandum dated January 8, 2013, and the attachments thereto. Attached please find the drafted services agreement for the collection of.past due receivables. NR:em Enclosures n INTEROFFICEFy. -; ���did /rMEMORANDUM Light & Power Department Date: January 08, 2013,ts° To: Nicholas Rodriguez City Attorney From: Carlos F. Fandino Director of Light & Power r 0 G11'Y Al-iORNEY DEPT', Caine & Weiner — Service Agreement for Collection Services On October 16, 2012, Resolution No. 2012-196 was approved and adopted by City Council to issue a Request for Proposal (RFP) for collection services on past due receivables from City of Vernon customers. Caine & Weiner was the only bid received by the October 29, 2012 due date. Currently, the City of Vernon does not have a relationship established with any collection agency to process outstanding debt for the Light & Power, Risk and Finance Departments. The Light & Power Department has thoroughly evaluated Caine & Weiner proposal for Collection Services and all conditions of the RFP have been assessed. All Caine & Weiner in house fees will have a contingency rate of 20% of all monies recovered on each account, with no additional or hidden costs to the City. Should an account be escalated into a legal process, the contingency fee for recovery of funds moves to 25% recovered on each account, and if the City of Vernon authorizes litigation on a particular account, the recovery fee increases to 30%. Caine & Weiner may ask the City to front a $450-$650 initial filing and processing fee during the 30% phase, but that cost may be reimbursed to the City when outstanding debt is recovered. The City of Vernon will have 24/7 access via website to view all accounts, reports and payment activities at no additional charge. Please review the attached RFP package and if suitable, approve as to form. If it is determined that the City wishes to contract Caine & Weiner, I would like to request that a draft agreement be prepared with the attached documents for submittal to Caine & Weiner for review and approval. The anticipated date for which this agreement is to be presented to Council is February 5, 2013. CF: jv Attachments CAINWEI-01 MGRISANTI ACORO DATE (MMIODrYYYY) CERTIFICATE OF LIABILITY INSURANCE 2/13/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this Certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Hoffman Brown CompanyPHONE FA% 5000 Van Nuys Blvd. 6thFloor lac Na Eaq (Q18) 888 8200__ _ ac Nq, (818) 986.8610 Sherman Oaks, CA 91403 E"Malt - ADDRESS NAIC e INSURED Calne 8, Weiner Co., Inc. INSURER C . 21210 Erwin Street INSURER D: Woodland Hills, CA 91367 - --- COVERAGES. CERTIFICATE NUMBER- RFVLCION NIIMRFR- TO CERTIFY THAT OINSUTHSS TLS RANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFF POLICY EXP - - - LTRTYPE OF INSURANCE - _ POLICY NUMBER �(MMIDDN)ffY (MMIDOIYYYYI _ LIMITS GENERAL LIABILITY EACH OCCURRENCE E COMMERCIAL GENERAL LIABILITY _ DAMAGESSEaocTECr___ -DAMAGESIEacc urImm) - -- $ MED EXP (Any ene person) CLAIMS MADE I I OCCUR $ PERSONAL BADV INJURY E GENERALAGGREGATE E - - i E- GENL AGGREGATE LIMIT APPLIES PER POLICY PRO- JEO=LOC AUTOMOBILELIABILITY (_ -_.- PRODUCTS - COMPIOP AGGtS - COMBINED SINGLELIMIT , _ LEa acNtlenl)_,.-- $ _ ANY AUTO BODILYINJURY(Per Person) IE ALLOWNED -SCHEDULEDBODILY -- '- AUTOS AUTOS INJURY (Perawdanp S _ _.._- NON-0WNED HIRED AUTOS .AUTOS ROPE PROPERIDENT) GE (PER ACCIDENT) _ 45 ' II UMBRELLA LIAB OCCUR EACH OCCURRENCE S S EXCESS LIAB CLAIMS -MADE AGGREGATE DED_El RETENTIONS S _ r - ---- -- - _....._._—__.--._ --- - _ � - WORKERS COMPENSATION - AND EMPLOYERS' LIABILITY YIN _ TOC STAMIT ER _ - -- - E.L. EACH ACCIDENT S ANY PROPRIOORMARTNERIEXECUTIVE j OFFICERIMEMSER EXCLUDED'! CJ (Mandatory In NH) NIA E.L. DISEASE - EA EMPLOYEE S If YYaS6 tlescnbeuntlor DESCRIPTIONOFOPERATIONSbelm S E.L. DISEASE -POLICY LIMIT A Commercial Crime 68005743- 3117I2012 3/1712013 Limit 1,000,000 A Commercial Crime 68005743- 3117/2012 3117/2013 Deductible 10,000 DESCRIPTION OF OPERATIONS / LOCATIONS VEHICLES (Almch ACORD 101, Additional Remarks Schedule, If more epees Is required) City of Vernon Attn: Carlos Fandino Dir of Light 8 Power 4305 Santa Fe Avenue Vernon, CA 90058 ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTAnVE IAA . /1 01988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CAINWEI-01 MGRISANTI Ak " CERTIFICATE OF LIABILITY INSURANCE � DAT113/2 D/YYYY) 013 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. __...__--. SU___ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, -the polley(fes__.___)_must_be_endorsed.-._-- If BROGATION IS WAIVED, subJect to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER ioffman Brown Company 5000 Van Nuys Blvd. 6th Floor Sherman Oaks, CA 91403 INSURED Caine & Weiner Co., Inc. INSURER C: 21210 Erwin Street _INSURER D: Woodland Hills, CA 91367 INSURERE: 986-8200 Casualty Ins Co Union Fire Ins.Co.of PA Insurance Fund of CA Scottsdale Insurance COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS ISTOCERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE - _.__.E — APOLICY POUCYNUMBER POLICYEFF PODC IP MMIDD/YYYY LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I AlOCCUR _ X 7288QAG8920- 8/1612012 8116/2012 611612013 _-_ EACH OCCURRENCE AMAGETORENYED- PREMISES Ea oaurrence)_- $ 2,000,000 X $_ _ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL &ADV INJURY S Excluded GENERAL AGGREGATE $ 4,000,000 _ GEN'L AGGREGATE. LIMIT APPLIES PER POLICYPRO- -JECF-_. LOC PRODUCTS-COMPIOP AGG $ 4,000,000 - S A AUTOMOBILE LIABILITY ANY AUTO _ ALL OWNED SCHEDULED AUTOS _ AUTOS HIRED AUTOS X NOWOWNED AUTOS 72SBOAG8920- - 8/16/2013 COMBINED SINGLE LIMIT Eaaccident) (E 2000,000 S , _ _ BODILY INJURY (Per person) _ _ S -- -"'-' _ S _ X BODILY INJURY (Per accident) - PROPERTY DAMAGE PER ACCIDENT) -$ - $ B J( UMBRELLA UAB EXCESS UAB X_ OCCUR CLAIMS -MADE X BE086490993 10/1312012 8/1612013 EACHOCCURRENCE E 1,000,000 AGGREGATE E 1,000,600 DED X RETENTION$ _ $ C COMPENSATION AND EMPLOYERS'LIABIUTY ANDWORKERSEMPLOYERS' ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? n (MandaterylnNH) -" If yea, describe under DESCRIPTION OF OPERATIONS W. NIA _ 9004551.13 21112013 2/112014 X WCSTATU- ER_ TORY LIMITS ER_...... E.L. EACH ACCIDENT --------- $ 1,000,000 E.L. DISEASE - EA EMPLOYEE - ---- $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 1,000,000 D D Prof. Llab. Prof. Liab. EKS3085304 EKS3085304 21112013 211/2013 V112014 V112014 Agg. Limit 2,000,000 SIR 35,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addltlonal Remarks Schedule, If more apace Is required) Certificate holder is named as an additional insured on the general liability policy with respect to the operations of the named insured. City of Vernon Attn: Carlos Fandino-Dir. of Light & Power 4305 Santa Fe Avenue Vernon, CA 90058 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. f kl*5611➢[1 VA9101:4 'Z6161:1Se1:7-11197d�TIRtDRx77T-iT'. Ra ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD n� COMMON POLICY CONDITIONS All coverages of this policy are subject to the following conditions. A. Cancellation (6) Failure to: 1. The first Named Insured shown in the (a) Furnish necessary heat, water, Declarations may cancel this policy by mailing sewer service or electricity for 30 or delivering to us advance written notice of consecutive days or more, except ro cancellation. during a period of seasonal c2. We may cancel this policy by mailing or unoccupancy; or delivering to the first Named Insured written (b) Pay property taxes that are owing notice of cancellation at least: and have been outstanding for r a. 5 days before the effective. date of more than one year following the c cancellation If any one of the following date due, except that this N conditions exists at any building that is provision will not apply where you W Covered Property in this policy: are in a bona fide dispute with the 2 taxing authority regarding payment N (1) The building has been vacant or of such taxes. N C unoccupied 60 or more consecutive days. This does not apply to: b. 10 days before the effective date of cancellation if we cancel for nonpayment 1-4 * (a) Seasonal unoccupancy or of premium. (b) Buildings in the course of c. 30 days before the effective date of !� construction, renovation or cancellation if we cancel for any other addition. reason. Buildings with 65% or more of the rental 3. We will mail or deliver our notice to the first units or floor area vacant or unoccupied Named Insured's last mailing address known i are considered unoccupied under this to us. s � provision. 4. Notice of cancellation will state the effective (2) After damage by a Covered Cause of date of cancellation. The policy period will end Loss, permanent repairs to the on that date. building: ® 5. If this policy is canceled, we will send the first (a) Have not started; and Named Insured any premium refund due. (b) Have not been contracted for, Such refund will be pro rate. The cancellation within 30 days of initial payment of will be effective even if we have not made or loss. offered a refund. (3) The building has: 6. If notice is mailed, proof of mailing will be ® sufficient proof of notice. m � (a) An outstanding order to vacate; 7. If the first Named Insured cancels this policy, (b) An outstanding demolition order; we will retain no less than $100 of the or premium. ® (c) Been declared unsafe by B. Changes e governmental authority. This policy contains all the agreements between you (4) Fixed and salvageable items have and us concerning the insurance afforded. The first been or are being removed from the Named Insured shown in the Declarations is building and are not being replaced, authorized to make changes In the terns of this policy This does not apply to such removal with our consent. This policy's terms can be that is necessary or incidental to any amended or waived only by endorsement issued ® renovation or remodeling, by us and made a part of this policy. Form SS 00 05 12 06 Page 1 of 3 d 2006, The Hartford COMMON POLICY CONDITIONS C. Concealment, Misrepresentation Or Fraud I. Premiums This policy is void in any case of fraud by you as it 1. The first Named Insured shown in the relates to this policy at any time. It is also void if you Declarations: or any other insured, at any time, intentionally conceal a. Is responsible for the payment of all or misrepresent a material fact concerning: premiums; and 1. This policy; b. Will be the payee for any return premiums 2. The Covered Property; we pay. 3. Your interest in the Covered Property; or 2. The premium shown in the Declarations was 4. A claim under this policy. computed based on rates in effect at the time the policy was issued. If applicable, on each D. Examination Of Your Books And Records renewal, continuation or anniversary of the We may examine and audit your books and effective date of this policy, we will compute records as they relate to the policy at any time the premium in accordance with our rates and during the policy period and up to three years rules then in effect. afterward. 3. With our consent, you may continue this policy E. Inspections And Surveys in force by paying a continuation premium for We have the right but are not obligated to: each successive one-year period. The premium must be: 1. Make inspections and surveys at anytime; a. Paid to us priorto the anniversary date; and 2. Give you reports on the conditions we finis; and b. Determined in accordance with Paragraph 3. Recommend changes. 2. above. Any inspections, surveys, reports or Our forms then in effect will apply. If you do recommendations relate only to insurability and the not pay the continuation premium; this policy premiums to be charged. We do not make safety will expire on the first anniversary date that we inspections. We do not undertake to perform the duty have not received the premium. of any person or organization to provide for the health or safety of any person. And we do not represent or 4. Changes in exposures or changes in your warrant that conditions: business operation, acquisition or use of locations that are not shown in the Declarations 1. Are safe or healthful; or may occur during the policy period. If so, we may 2. Comply with laws, regulations, codes or require an additional premium. That premium will standards. be determined in accordance with our rates and This condition applies not only to us, but also to rules then in effect. any rating, advisory, rate service or similar J. Transfer Of Rights Of Recovery Against Others organization which makes insurance inspections, To Us surveys, reports or recommendations. Applicable to Property Coverage: F. Insurance Under Two Or More Coverages If any person or organization to or for whom we If two or more of this policy's coverages apply to make payment under this policy has rights to the same loss or damage, we will not pay more recover damages from another, those rights are than the actual amount of the loss or damage. transferred to us to the extent of our payment. G. Liberalization That person or organization must do everything If we adopt any revision that would broaden the necessary to secure our rights and must do nothing after loss to impair them. But you may coverage under this policy without additional waive your rights against another party in writing: premium within 45 days prior to or during the policy period, the broadened coverage will immediately 1. Prior to a loss to your Covered Property. apply to this policy. 2. After a loss to your Covered Property only if, at H. Other Insurance - Property Coverage time of loss, that party is one of the following: If there is other insurance covering the same loss a. Someone insured bythis insurance; or damage, we will pay only for the amount of b. A business firm: covered loss or damage in excess of the amount (1� Owned or controlled by you; or due from that other insurance, whether you can collect on it or not. But we will not pay more than (2) That owns or controls you; or the applicable Limit of Insurance. Page 2 of 3 Form SS 00 05 12 06 a N 0 c. Yourtenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your Insurance. K. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an Individual Named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. COMMON POLICY CONDITIONS L. Premium Audit a. We will compute all premiums for this policy in accordance with our rules and rates. b. The premium amount shown in the Declarations is a deposit premium only. At the close of each audit period we will compute the earned premium for that period. Any additional premium found to be due as a result of the audit are due and payable on notice to the first Named Insured. If the deposit premium paid for the policy tern is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must maintain all records related to the coverage provided by this policy and necessary to finalize the premium audit, and send us copies of the .same upon our request. Our President and Secretary have signed this policy. Where required by law, the Declarations page has also been countersigned by our duly authorized representative. Temrce Shields, Seudery Mdr6 L Nepal, RaidaM Form SS 00 8512 06 Page 3 of 3 it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BACK-UP OF SEWERS AND DRAINS COVERAGE This endorsement modifies insurance provided under the following: m n STANDARD PROPERTY COVERAGE FORM c SPECIAL PROPERTY COVERAGE FORM m This coverage applies only when it Is Indicated in the c Declarations. Except as otherwise stated in this m endorsement, the terms and conditions of the policy co apply to the insurance stated below. The following Additional Coverage is added: r, o A. Back -Up of Sewer or Drain Water Damage rA 1. Coverage N * We will pay for direct physical loss or physical damage to Covered Property solely caused by or resulting from water that backs up from a ® sewer or drain. THIS IS NOT FLOOD INSURANCE ® 2. Exclusion a. Except for the coverage provided in the ® Limited Coverage Extension in paragraph B. m below, we will not pay for loss or damage caused by or resulting from water or other materials that back up from any sewer or drain when it Is caused by any flood. This applies regardless of the proximity of the flood to the Covered Property. Flood includes the accumulation of surface water, waves, tides, tidal waves, overflow of ® streams or other bodies of water, or their spray, all whether driven by wind or not that enters the sewer or drain system. b. Sump overflow that does not occur concurrently with a back-up of a sewer or ® drain is not covered by this endorsement. ® 3. Limit of Insurance The most we will pay in any one occurrence for all direct physical loss or physical damage under this Additional Coverage is the Limit of Insurance shown in the Declarations for Back - Up of Sewers and Drains. B. Limited Coverage Extension When Back -Up of Sewer or Drain Caused by Flood 1. Coverage We will pay up to $25,000 in any one 'Policy Year" as a Limit of Insurance for direct physical loss or physical damage to Covered Property (including resulting loss of Business Income and Extra Expense) solely caused by or resulting from water or other materials that back up from a sewer or drain at the "scheduled premises" if the back up is caused by flood water that enters the sewer or drain system. Flood includes the accumulation of surface water, waves, tides, tidal waves, overflow of streams or other bodies of water, or their spray, all whether driven by wind or not that enters the sewer or drain system. 2. Exclusion a. There is no coverage when the sewer and drain backs up concurrently or in any other sequence to the inundation of the building at the "scheduled premises" by flood. b. The Water Exclusions B.1.h. in the Standard Property Form and B.1.f. in the Special Property Form remain in full farce and effect except to the limited extent of coverage provided in this endorsement. 3. Definitions a. 'Policy Year" means the period of time that: (1) Begins with the inception or anniversary date of this policy; and (2) Ends at the expiration or at the next anniversary date of this policy. Form SS 04 53 0211 Page 1 of 1 0 2011. The Hartford BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G: LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS 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. 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 C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "properly damage" or "personal and advertising injury" 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", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or 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 D. - Liability And Medical Expenses 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, settlements or medical expenses to which this insurance applies. No other obligation or liability to.pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — 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. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during 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 C. — 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; Form SS 00 08 04 05 Page 1 of 24 0 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (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 (1) 'Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, 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". 2. MEDICAL EXPENSES 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. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit' we investigate or settle, or any "suit' against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) 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. (4) 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. (5) All costs taxed against the insured in the "suit". (6) 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. (7) 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. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. 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 following conditions are met: (1) 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" (2) This insurance applies to such liability assumed by the insured; (3) 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"; (4) 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 interest of the indemnitee; (5) 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 (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (III) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (1) Obtain records and other information related to the "suit"; and (11) 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 1.b.(b) of Section B. — Exclusions, 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: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "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; or (2) "Personal and advertising injury' arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury' or "property damage"; or (2) "Personal and advertising injury" 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 because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "properly damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' 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: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' 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 only if you are in the business of manufacturing, distributing, 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: (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 (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", "property damage" or "personal and advertising injury" 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 Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a "hostile whom you may be legally fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any location on which any insured or contractors or subcontractors any contractors or subcontractors working directly or indirectly on any working directly or indirectly on insured's behalf are performing any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean up, remove, pollutants" are brought on or to contain, treat, detoxify or neutralize, the site or location in or in any way respond to, or assess .premises, connection with such operations the effects of, "pollutants". by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24. BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes I. War operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege. negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; 1• Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily "property appearance or skin enhancement, hair injury" or damage", whether removal or replacement or personal the other insurance is primary, excess, contingent or on any other basis. grooming; In. Mobile Equipment (7) Optical hearing aid services th including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out. of: ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in Section D. - Limits Of Insurance. pierci ng piercing); (b ) g, including but not limited Paragraph (2) of this exclusion does not "your to the insertion of pigments into or apply if the premises are work" and under the skin; and were never occupied, rented or held for rental by you. (c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage" to: "products -completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products -completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically injured, arising out of: which you or any contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or "your work'; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. 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. Form SS 00 08 0405 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work'; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (it) The presentation or functionality mark or other designation of origin of an "advertisement' or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in "asbestos humiliation committed by or at the part but for the hazard"; direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or cl. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard'; or "electronic data". (c) Arise out of any claim or suit for r. Employment -Related Practices damages because of testing for, "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment -related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the employment -related practices any amendment of or addition to such described in Paragraphs (a), (b), or (c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage 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. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". � g. Business Liability Exclusions Excluded under Business Liability Coverage. C. 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 you 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), or 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 (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, Paragraph (d) 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, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (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 insurance. 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 this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon 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; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured :with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those out of "your products" which are distributed its employees or anyone else acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (1) The exceptions contained in "Property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (it) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily "property in the product made intentionally injury", damage" or "personal by the vendor; and advertising injury" caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises a "Bodily injury", "Property damage" O Y � 1 leased to you. nal or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (it) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, " personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or . failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization Is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or "suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same. event, whether such "products -completed operations hazard" is damage results from fire, lightning or explosion the Products -Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate in the investigation, limit set forth in Paragraph 3. above. with us settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit'; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event ,Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You any additional insured must see to it thaatt we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and (1) How, when and where the "occurrence" non-contributory with the additional insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (2) Notify us as soon as practicable. (4) Any "executive officer" or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (8) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: 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 Form 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 insurance 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. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy 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 a claim is made or "suit" is brought. 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 at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under 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 A. — Coverages. (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 k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is 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 That is 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, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part 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 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 or 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. 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. This condition does not apply to Medical Expenses Coverage. 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. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, 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: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to 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). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any 'occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any 'occurrence" that 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. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed the in "personal and advertising injury" at vendor's premises connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product -completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 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 for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an 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 failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES 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; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. 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 land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "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: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM 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; 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 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. "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-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 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: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. 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 Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits oflnsurance. 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. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or 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 by 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: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (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, designs 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, on which are 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, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (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. 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; Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication 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 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"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means 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 to be 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. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. 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; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 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 "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 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"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM 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 by 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. Page 24 of 24 Form SS 00 08 04 05