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Agreement
AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND SOUTH BAY COMMUNITY SERVICES THIS AGREEMENT is entered into this 1s` day of October, 2011, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and South Bay Community Services (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide domestic violence response services for the grant funded Children Exposed to Domestic Violence specialized response program. WHEREAS, the CITY has determined that the CONTRACTOR is a well established non-profit community -based social services provider and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A" pages A-12 through A-24 of the grant Project Narrative. This Includes the .5 FTE DV Advocate and operating expenses approved in the line item budget in Exhibit "A" page A-26 (Line 1-27). Exhibt "A" consists of the Children Exposed to Domestic Violence Specialized Response Program EV11 RFA (Application), Budget and the EV11 Award document. The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONTRACTOR shall appear at meetings cited in Exhibit "A" to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 5% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Lieutenant Keith Fifield hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision, and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Don Hunter is thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked, and materials, if any. The total cost for all work described in Exhibit "A" pages A-12 through A-24 shall not exceed $55,850 per the budget given in Exhibit "A" page A-26 (Line 1-27), without prior written authorization from the CITY. This Includes the .5 FTE DV Advocate and operating expenses approved in the line item budget in Exhibit "A" page A-26 (Line 1-27). Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the CITY. The CONTRACTOR must expend or encubmer all of their costs during the length of the Agreement, as specified in item 6 of this Agreement or those unexpended costs will be forfeited. The grant requires all funds be expended during the grant period. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF VVORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the CONTRACTOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. LENGTH OF AGREEMENT. Completion dates or time durations for specific portions of the Project are set forth in Exhibit " A ". This agreement covers the time period of October 1, 2011 to September 30, 2012, provided that the parties may mutually agree to extend ths years Agreement on the same terms and conditions for an additional one year term. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS, The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTORfor this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. 2 City's Standard Agreement — June 2008 revision Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR written work product for the CITY's purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or sub CONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTORwith its subcontractor(s) shall require the sub CONTRACTOR to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent CONTRACTORs and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE,WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR, and each 3 City's Standard Agreement — June 2008 revision of its sub CDNTRACTDRS, shall obtain and DlaiDb8iD a current City of National City bUSiDeGG license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and C0v8DaDtS that it has all |iC8DS8S, permits, qualifications, and approvals of whatever DadUn3 that are legally required t0practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR Sha||, at its S0|8 C0Gt and 8XpeDS8, keep in effect at all times during the t8[Dl 0fthis Agreement, any |iC8DS8' p8[Dlit' or approval which is |8Qa||y required for the CONTRACTOR to practice its p[0f8SSi0D. 12. STANDARD OF CARE. K The CONTRACTOR' in performing any S8rv|C8S under this Ao[e8Dl8rt. shall perform in a manner consistent with that |8v8| of Care and Sk||| ordinarily 8X8[C|S8d by Dl8Dlb8[S of the CONTRACTOR 'S trade or p[0f8SG|0D CU[n3Dt|y pnBCdCiDU UDd8[ similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary t0protect the CONTRACTOR 'Semployees and members 0fthe public from risk of harm arising out of the DatU[8 of the vv0[k and/or the C0Dditi0DS of the vv0[h Site. B. UD|8SG d|SC|0S8d in writing prior to the date of this @gn38Dlerd, the CONTRACTOR warrants to the CITY that it is not now, D0[ has it for the five (5) years p[8C8d|Dg, been debarred by g0v8[DDl9Dta| agency 0[involved in debarment, arbitration or litigation proceedings concerning the C{}NTRACT{}R'sprofessional performance 0[the furnishing of materials or services r8|Gt|Dg thereto. C. The CONTRACTOR iS responsible for identifying any unique products, t[8atDleDtS' processes or materials whose availability is c[|dC@| to the SUCc8SS of the project the CONTRACTOR has been retained t0perform, within the time requirements Ofthe CITY, or, when no time is specified, then within a CoDlDle[C|8Uy reasonable time. ACC0[diDg|y' unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants -that all pP8dUCts. materials, p[0CeSS8S or treatments identified in the project d0tUDleDtS prepared for the CITY are reasonably commercially available. Any failure hythe CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable t0the CITY for any increased costs that result from the C|TY'S later inability t0 obtain the specified items or any reasonable substitute within aprice range that allows for project Comp|edOninthedOlefnGDle specified or, when not specified, then within a commercially reasonable time. 13. NON -DISC RIM | NATION PROVISIONS. The CONTRACTOR shall not d|nChDl|Dat8 against any eDlp|0yS9 0[applicant for employment because of age, race, C0|0[, ancestry, r8Ugi0D' G8x' S8xUa| 0ri8Dtat|0D' marital SL@tUS' Dat|0Da| origin, physical handicap, or medical condition. The CONTRACTOR will take positive action t0insure that applicants are employed without regard t0their age, nBC8' C0|0[' ancestry, n3|igi0D. Sex' S8xUa| 0[ieDtat|0D. marital status, national 0[|g|D, physical handicap, or medical C0Dd|ti0D. Such action shall |DC|Ud8 but not be UDl|t8d to the following: 8Dlp|0yDl8Dt' upgrading, d8Dl0ti0D' t[@DSf8[' R)CrU|tDl8Dt or r8CrUitDl8Dt advertising, layoff 0rtermination, rates of pay or other forms of C0Dlp8DSati0D' and selection for training, including apprenticeship. The CONTRACTOR agrees t0post |Dconspicuous places available toemployees and applicants for employment any notices provided bythe CITY setting forth the provisions 0f this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate hJthe CONTRACTOR certain confidential information t0enable the CONTRACTOR t0effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information aSconfidential and shall not disclose any part thereof without the prior written consent ofthe CITY. The CONTRACTOR shall limit the use and circulation 0f 4 onyoStandard Agreement — June u00orevision such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR , hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR 's negligent performance of this Agreement. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its sub CONTRACTORS, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 5 City's Standard Agreement — June 2008 revision C. C0D1Olencio| general liability iDaU[GDce, with OliniOlUOl limits of $1,000.000 per 0ccUrrence/$2,OOO'OOOaggregate, covering all bodily injury 8ndpn}pertvdGD1Gge8riSing out 0fits operations under this Agreement. D. Workers' compensation insurance inGnamount sufficient tomeet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1'000,000 per accident. In addition, the policy Sh8U be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior t0commencement 0fwork under this Agreement. E. The aforesaid policies shall constitute p[iOl8[y insurance GSt0the CITY, its officers, employees, and volunteers, S0that any other policies held bythe CITY shall not contribute to any |0SS under said insurance. Said policies Sh8|| provide for thirty /30\ days prior written notice t0the CITY of cancellation or material change. F. Said policies, except for the p[0feSS|0D8| liability and workers' compensation policies, shall name the CITY and its officers, agents and employees G8 8dd|t|0D8| insureds, and separate additional insured endorsements shall be provided. G. |frequired insurance coverage iSprovided 0D8"claims made" rather than "0ccUrreDce''form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration 0fthe term (and any extensions) 0fthis Agreement. |naddition, the ''[etr0''date D1U8t be on or before the date of this Agreement. H. Any aggregate insurance ||Olit8 OlU8t apply solely t0this Agreement. |. Insurance shall bewritten with only California admitted companies which hold acurrent policy holder's alphabetic and financial size category rating 0fnot less than AV||| according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the C|TY'S Risk Manager. In the event coverage is provided by non -admitted "surp|US |iDeS" carriers, they must be |DC|Uded on the most recent California List 0fEligible 8U[p|US L|Dga |DsU[8[S /LE8L| |iSU and otherwise meet rating requirements. J. This Agreement 8h8|| not take effect until certificate(s) V[other sufficient proof that these insurance p[0v|a|0DO have been C0Olp||ed VV|th. are filed with and approved by the C|TY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in fU|| force and effect at all 1iD18S during the terms of this Agreement, the CITY may elect to treat the failure to Ol8iDtoiD the requisite insurance as @ breach Ofthis Agreement and te[Ol|DGte the Agreement aaprovided herein. K. All deductibles and self -insured retentions in eXCeS6 0f$1O.00O D1USt be disclosed toand approved bythe CITY. 18. LEGAL FEES. |fany party brings @ suit 0raction against the other party arising from any breach 0fany 0fthe covenants 0[agreements O[any inaccuracies iDany 0f the representations and warranties 0Dthe part 0fthe other party arising out 0fthis Agreement, then iDthat event, the prevailing party in such action or dispute, whether by final judgment or 0Ut-of-c0Urtsettlement, shall be entitled t0have and recover 0fand from the other party all costs and expenses 0fsuit, including attorneys' fees. For purposes 0fdetermining who |St0be considered the prevailing party, it is stipulated that 8tt0[ney'Sfees incurred inthe prosecution 0[defense 0fthe action 0rsuit shall not be considered in determining the 8Ol0UDt of the judgment or 8vvG[d. At 0[Dey'S fees to the prevailing party ifother than the CITY Sh8||' in addition, be limited to the GOl0Unt 0fGtt0[Dey'S fees incurred by the CITY in its prosecution or defense of the 8cU0D' irrespective of the 8[tU8| amount 0fGtt0rDey'Sfees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If dispute arises out oforrelates tothis Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the onyoStandard Agreement — June c00orevision dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONTRACTOR . During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR , whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR 's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: 7 City's Standard Agreement — June 2008 revision To CITY: To CONTRACTOR: Keith Fhfie|d (Project Coordinator) Lieutenant Police Department City OfNational City 12OONational City Boulevard National City, CA 91950-4301 Don Hunter Department Director South Bay Community Services 1124Bay Boulevard, Suite D Chula Vista, CA. 91g11 Notice Ofchange Ofaddress shall begiven b«written notice iOthe manner specified in this Section. Rejection Or Other refusal to @CCeCt or, the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, neqUeGt, dennGOd' direction Or other COnOnnUOicatiOO sent by CGb|e, telex, te|8C0pV, facsimile or fax must be COOfi[Dled within forty-eight (48) hOU[S by letter mailed or delivered as specified in this Section. 22. CONFLICT OFINTEREST AND .POUTiCALREFORM -ACT OBLIGATIONS. During the term Ofthis Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City 0fNational City. The CONTRACTOR also agrees not tOspecify any product, t[8atnO8Ot' process Or nnGte[i@| for the project in which the CONTRACTOR has a material fiOeOCio| interest, either direct Or indirect, without first notifying the CITY Ofthat fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the N@tiOO@| City Conflict ofInterest Code. The CONTRACTOR shall immediately disqualify itself @Ddsho||nntUSgitSofficia|poSitiontoiDf|uenoeinonyvvGyGnynOotterCOmingbSfOrSthGC|TY iOwhich the CONTRACTOR has @ financial interest asdefined iOGovernment Code Section 871O3.The CONTRACTOR represents that ithas OOknowledge Ofany financial interests that vvOU|d require it to disqualify itself from any matter on which it might perform services for the |fchecked, the CONTRACTOR shall comply with all Ofthe reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file aStatement OfEconomic Interests with the City Clerk of the City Of National City in atinne|y manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs Or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 33. MISCELLANEOUS PROVISIONS. A. Computation 0fTime Periods. |fany date Ortime period provided for iO this Agreement i8Orends OOa Saturday, Sunday Orfederal, state O[legal holiday, then such City's Standard Agreement - June x00orevision date Gh@U GUtoDlGtiCGUy be extended until 5:00 p.m. Pacific Time of the next day which is not G Saturday, Sunday orfederal, state or legal holiday. B. Counterparts. This Agreement may be executed iDmultiple counterparts, each of which ShG|| be deemed GD o[|g|DG|. but GU of which, together, GhGU constitute but one and the same instrument. C. Captions. Any captions to, O[headings of, the sections Orsubsections Of this Agreement are solely for the convenience of the parties hereto, are not G part of this Agreement, and ShG|| not be used for the interpretation or determination of the validity of this Agreement Orany provision hereof. D. No Obligations to Third Parties. Except GS otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment tOthis Agreement. The terms Ofthis Agreement may not be DlOd|f|od Or amended except by GD |DSt[UDleDt in writing executed by each of the pGd|e6 hereto. G. kka/v8[ The waiver or failure to enforce any provision of this Agreement shall not operate GSGwaiver Ofany future breach Ofany such provision OFany other provision hereof. H. Applicable L8vK This Agreement shall be governed by and construed in GCCOrd@DCe with the |Gvv8 of the State Of California. |. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral Orwritten, and contains the entire agreement between the parties GStOthe subject matter hereof. NOsubsequent agreement, representation, Or prODl|Se made byeither party hereto, Or byO[tO an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. S0CCR380ys and Assigns. This Agreement ohG|| be binding UpVD and shall inure to the benefit of the successors and assigns of the parties hereto, K. C0nSkDCbOn. The parties acknowledge and agree that (i) each party iSOf equal bargaining strength, /ii\ each party has actively participated iDthe drafting, preparation and negotiation ofthis Agreement, /iii\ each such party has consulted with or has had the opportunity to CoDoU|t with its Om/D, independent COUDoe| and such other prOfe8SiODG| advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such p@[ty'Scounsel and advisors have reviewed this Agreement, /v\ each party has agreed to enter into this Agreement following such review and the rendering of such advice, and /v|\ any rule or construction to the effect that ambiguities are to be resolved against the drafting party ohG|| not apply in the interpretation of this AgreeDleDt, Orany portions hereof, Orany amendments hereto. L. No Inducement. Each Ofthe Parties tOthis Agreement acknowledges for itself that it has read this Agreement and fully understands its contents and consequences and has voluntarily executed it. Each Ofthe parties also warrants that DOpromise Orinducement has been made oroffered byany Ofthe Parties, except GSset forth herein, and that this Agreement is not executed in reliance upon any statement of representation of any of the Parties or their repreSeDtGtiVeS, concerning the nature and extent of the |rVUr|8S' d@DlGgeS or legal liability thereof. The Parties further represent that they have been represented bylegal counsel during the course of the negotiations leading to the signing of this Agreement, and that they have been advised by legal counsel with respect to the meaning of this Agreement and its legal affect. M. Severance. |fany court of competent jurisdiction declares or determines that any provision in this Agreement is i||egG|. invalid Or UDeDfOrCeGb|e' the legality, validity, and cn/oStandard Agreement - June 20o revision enforceability of the remaining parts, terms and provisions, will not be affected. The provision found illegal, unenforceable, or invalid shall be deemed not a part of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY SOUTH BAY COMMUINITY SERVICES By: Wi1/71 Ron Morrison, Mayor ; Kathryn Lem Eexecutivegirector APPROVED AS TO FORM: Claudia G. Silva City Attorney By: Department Director 10 City's Standard Agreement — June 2008 revision ACG'RD® CERTIFICATE OF LIABILITY INSURANCE OP ID AW DATE (MMIDDIYYYY) 01/17/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 Teague Insurance Agency, Inc. License #0525512 4700 Spring St., 4th Floor La Mesa CA 91942 Phone619-464-6851 Fax:619-464-1901 CORI AU NAME: PHONE E-MAILC, No, Ext): E ADDRESS: (A/C, No): PRODUCER CUSTOMER ID #: SOUT-17 INSURER(S) AFFORDING COVERAGE NAIC INSURED South Bay Community Services Inc. 1124 Bay Blvd., Suite D Chula Vista CA 91911 COVERAGES CERTIFICATE NUMBER: INSURER A : Zenith Insurance Company INSURER B: American States Ins. Co, INSURER C : General Insurance Co. INSURER D : INSURER E : INSURER F : REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCR BED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -Y-EXP- I LTR TYPE OF INSURANCE INSR 8 WVD POLICY NUMBER IT (MMIDD/YYYY) (MMIDDIYYYY) LIMITS B C GENERAL - X LIABILITY COMMERCIAL GENERAL LIABILITY OCCUR 7/1/92 x 0101382969 07/08/11 07/08/11 1------- 07/08/1107/08/12 01/01/12 07/08/12 EACH OCCURRENCE $ 1,000,000 ENTED PREMISES (Ea occurrence) $ 1,000,000 X CLAIMS -MADE MED EXP )Anyone person) $ 10000 $ 1,000,000 X Retro Date PERSONAL & ADV INJURY GENERAL AGGREGATE $ 3,000,000 GEN'L AUTOMOBILE X ............_ X X AGGREGATE LIMIT APPLIES PER: POLICY JECT X LOC PRODUCTS - COMP/OP AGG $ 3,000,000 $ 1,000,000 LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS 24CC28479710 07/08/12 01/01/131111 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ $ .`j $ $4,000,000 x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X 01XS 906320 EACH OCCURRENCE AGGREGATE $$4,000,000 DEDUCTIBLE RETENTION $ $ A WORKERS AND ANY OFFICER/MEMBER (Mandatory If yes, DESCRIPTION COMPENSATION EMPLOYERSLIABILITY Y / N PROPRIETOR/PARTNER/EXECUTIVEr —1 EXCLUDED? in NH) describe under OF OPERATIONS below N / A Z069607105 C STA HJ- (DTI TORY LIMITS ER E.L. EACH ACCIDENT $ 1000000 E.L. DISEASE - EA EMPLOYEE $ 1000000 E.L. DISEASE - POLICY LIMIT $ 1000000 C A Professional Liab Sexual Misconduct CM7745148A 01C138296920 07/08/1107/08/12 07/08/1107/08/12 Incident $1,000,000 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach The Certificate Holder is added Coverage but only as their interest operations of the Named Insured v*its elected officials, officers, ......._....._____.._._.....„._...„_.._....___ .____ ACORD 101, Additional Remarks Schedule, if more space as Additional Insured for General may appear with respect (re: CDBG Program) agents and employees. . ________ Is required) Liability to the CERTIFICATE HOLDER City of National City ** c/o City Attorney's Office 1243 National City Blve Natioanl City CA 91915 ACORD 25 (2009/09) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE U/,,LC,1 L/27 © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD "`" REPRINTED FROM THE ARCHIVE. THE ORIGINAL TRANSACTION MAY INCLUDE ADDITIONAL FORMS )ency Underwriters,: POLICY NUMBER: 01-CI-382969-2 COMMERCIAL GENERAL LIABILITY CG 20 26 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS, OFFICERS,AGENTS AND EMPLOYEES C/O CITY ATTORNEY'S OFFICE 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4301 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section H— Who Is n Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, 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. 0 ISO Properties, Inc., 2004 CG 20 26 07 04 EP AFP-META2-0B-PRINT001.2476-0043-P '_I6orl, COMMERCIAL AUTO THISENDORSEMENTCHANGES THE P0��,PLEASE READ IT CAREFULLY. AUTO PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to oovonaQo provided by this endorsement, the provisions of the Coverage Form apply unless modified by ffie endorsement. EXTENDED CANCELLATION CONDITION Paragraph 2.b. of the CANCELLATION Common Policy Condition ioreplaced bythe following. b. GO`days before the effective date mcancellation if we ounoe| for any other reason. ` TEMPORARY SUBSTITUTE AUTO — � HYSICAL Under paragraph B|LEEQUIPMENT AND TEMPORARY SUBSTITUTE AUTOS of SECTION I — COVERED AUTOS, the following is aclded� It Physical Damage coverage is provided by this Cov- erage Form, then you have coverage for: Any "auto" you donot own while used with the per- mission of its mmner'mn a0smponary substitute for a covered "auto" you own that is out of service be- cause :f |�V.brmakdowm, repair, servicing"|ous" or destruction, BROAD FORM NAMED INSURED SECTONO — LIABILITY COVERAGE — A.1' WHO |SANINSURED provision isamended bythe addition ofthe following: dlAny, business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisi- tion or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. BLANKET ADDITIONAL INSURED SECTION D'~-LIABILITY COVERAGE, `—A.1,WHO |SANINSURED pmvisioaiyammndadby. thaaddition ofthe. following: ' ~ 'ny person or. organization for whom you are re- qUired by an "insured contradt" to provide insur- ance is an "insured", subject to the following additional provisions: (11) The "insured nnrkrar" must be in oKvo during the policy period shown in the Decla- rations' and must have been executed prior to the "bodily injury" or "property damage". (2) This person or organization is an "insured" only to the axhart you are liable due. to your ongoing operations for -that insured,'whather the work is performed by you or for you, and only to the extent you are held liable for an "accident" occurring while a covei'ed'"a'uto" .is being driven by you or one of your om- There is no coverage provided to this person or organization for' lbodilV injurV" to its em- ployees, nor for "property damage" to its (4) Coverage for this person or organization shall bolimited tothe extent ofyour negli- gence or fault according to the applicable principles ufcomparative negligence or fault. The defense ofany claim or "suit" must be tendered by this person or organization as soon an practicable to all other insurers which potentially provide insurance for such claim or "suit". (3) (5) Includes copyrighted material of |nomunue Services Office, Inc., with its permission, Copyright, Insurance Services Office, Inc., 1997 {Anm03m Page 1ofo 1 sP 0> The coverage provided will not exceed the lesser of: (a) The coverage arid/or limits ofthis policy; or (711 (b) The coverage and/or limits required by the "insured contract". A person'a or urganizatk/n'a xta1oo as an "insured" under this subparagraph d ends when your operations for that "insured" are completed. EMPLOYEE AS INSURED Under Paragraph A. of Section 0 — LIABILITY COV- ERAGE Your "employeo"while using his owned ^auto",oran "auto" owned byamember of his orher household; in your business oryour personal affairs, provided you do not own. hire orborrow that "auto". This coverage is excess to any other collectible insurance coverage. rELLOW EMPLOYEE COVERAGE Exclusion 5. FELLOW EMPLOYEE nf SECTION III — LIABILITY COVERAGE — B. EXCLUSIONS is amended by the addition of the following: However, this exclusion duou not apply if the "bodily injury" results from the use of aoovared "auto" you own or hire, and provided that any coverage under this provision only applies in excess over any other collectible insurance. BLANKET WAIVER OF SU13ROGATION We waive the right of recovery we may have for pay- ments madefor "bodily injury" or "property damage" on behalf of the persons or organizations added as "inauredo"under Section U — LIABILITY COVERAGE — &.1.D. BROAD FORM NAMED INSURED and A.1.e,BLANKET ADDITIONAL INSURED. PHYSICAL DAMAGE — ADDITIONAL TRANS' PORTATION EXPENSE COVERAGE The first sentence of paragraph�4. of SECTION 0 —PHYS|CALDAMAQEOOVERAQEioamendedua We will pay up to $50 per day toamaximum of $1.50Ufor temporary transportation expense incurred by you because /f the total theft of o covered ''auto" ofthe private passenger type. PERSONAL EFFECTS COVERAGE A. SECTION III — PHYSICAL DAMAGE COVEFF A8E, A.4. COVERAGE EXTENS|ONS, is amended by adding the following: c Personal Effects Coverage For eny Owned "auto" that is involved in a covered "loss", we will pay up to $500 for "personal affooto" that are lost or damaged as a result of the covered ^|000'', without applying adeductible. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A. — COVERAGE of SECTION |0 — PHYSICAL DAMAGE COVERAGE is amended to 5. We will pay for the expense ofreturning astolen covered "auto" to you. AIRBAG COVERAGE Under paragraph Q.—[EXCLUSIONS ofSECTION III — PHYSICAL DAMAGE COVERAGE, the following io The exclusion relating to mechanical breakdown does riot apply to the accidental discharge of an airbag. NEW VEHICLE REPLACEMENT COST Under Paragraph C — LIMIT OF INSURANCE of Section III — PHYSICAL DAMAGE COVERAGE oeo' don2 is amended as follows: 2. Anadjustment for depreciation and physical con- dition will be made in determining actual cash value in the event of a total loss. However, in tho event /f s total loss to your "now vehicle" to which this coverage app|iee, as shown in the deduratinno, we will pay styour option: m. The., verifiable "now vehicle" purchase phoo you paid for your damaged vehicle, not in- cluding any insurance or warranties pur- chased; b. The purchase price, as negotiated by uu, of o now vehicle ofthe same make, model and equipment, not including any furnishings, parts or equipment not installed by the manufacturer or manufacturer's dealership. If the same model is not available pay the purchase price of the most similar model Page un/s n. The market value ofyour damaged vehicle, not including any furnishings, parts or equip- ment not installed the manufacturer Or manufacturer's dealership. This coverage applies, only to a covered "omLo" ofthopriva�o payoo—�` light truck nrmedium truck type (20.UU0 |hm or |oBo.gmuo vehicle weight) and does not apply to initiation o, set up costs associated with loans or leases. TWO OR MORE DEDUCTIBLES Under SECTION III — PHYSICAL DAMAGE OOV- EFAGE.iftwo or more "company" policies o, cover- age forms apply to the same uooidoni, the following applies hoparagraph D. Deductible: w. Ifthe applicable Business Auto deduct- ible iathe smaller (orumaUoot) deduct- ible it will be waived; or b. If the applicable Business Auto deduct- ible is not the smaller (o/ smallest) da' ducdb|ekw|||bennduoedbythoomnunt of the ahVa||or (0r smallest) deductible; or c. K the |oea involves two or more Busi- ,maua Auto coverage fnnny or policies the omaUar (or smallest) deductible will be waived. For the purpose of this endorsement "rompony"maano: a. Sufaun |nounsnma Company of America b. American States Insurance Company u^ General |oour nneOwmponyrf8mehoa dl. Annorioon'Euo'onnyInsurance Oompany m. First National Insurance Company of America fAmerican States'InsUranbe Company of Texas Q. American States Preferred Insurance Company h. Safeco Insurance Company of Illinois LOAN/LEASE GAP COVERAGE Under paragraphC — LIMIT OF INSURANCE of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: ' 4. The most wmwill pay for a total "loss "|nany one "accident" is the greater ofthe following, subject to a $1,500 maximum limit: CA71 100307 a. Actual cash value of the damaged or stolen property as of the time of the "l000", less an adjustment, for depreciation and physical condition; or b^Baksn�e dueunder the rmoofthe loan or |aaua. that the damaged covered "auto" is subject toutthe time of the ''(oua"' |eaa any one or all ofthofo||owiAQadjustments: (1) Qvanjuo payment and financial po na|ties uyaociuiod with those payments as of the do10 of the "|ouy". (2) Financial penalties imposed under |*aan duo to high mUoaVe, oxo6a ykm use or abnormal wear and tear. Costs for extended warranties, Cre- dit Life Insurance, Health, Ao i | ` � o, Disability purchased with the loan or lease." (4) Transfer or rollover balances from previous loans mleases. Final payment duo under "Balloon (3) (5) M& The dollar amount of any un,nopaired damage that occurred prior to the "total |moo" of covered V) (8) (9)� (10)Loan mlease termination fees . ..� GLASS REPAIR — WAIVER OF DEDUCTIBLE Security deposits not refunded by k»aaor` All refunds payable or paid to you as u result of the oody termination of u lease agraonoon1 o, any war- ranty or extended service agree- ment ^ Any amount representing taxes. Under paragraph [. —OEDUOTBLEofSEOT|ONU] — PHYSICAL DAMAGE COVERAGE, the following (o Nodeductible applies toglass damage ifthe glass is DUTIES IN THE EVENT OPACCI~ DENT, CLAIM, SUIT ORLOSS requirement The in LOSS CONDITION 2.a -~ DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS — of SECTION |V — BUSINESS AUTO CONDITIONS that you must notify us of an 0-1 �2-PRINT001*27mm40-J "accident" applies only when the "accident" is known (1) You, if you are an individual; (2) /\partner, if you are a partnership; or (3) An executive officer orinsurance manager, if you are acorporation. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV — BUSINESS AUTO CONDITIONS — B.2. is amended by the addition of the following: If you unintentionally fail to disclose any hazards ex- isting at the inception date of your polioy, we will not deny coverage under this Coverage Form because of such fui|ore. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. HIRED AGE A, Under Section PV — Business Conditions, Paragraph 133.11b.w(1) is replaced bythe following: (1) The "accident" or "loss" n*ou|to from the use ofan "auto" hired for 80 days orless. RESULTANT MENTAL ANGUISH COVERAGE SECTION V—DEFINITIONS —C� isreplaced bythe 'Bodily injury" means bodily injury, sickness or dis- ease sustained byaperson including mental anguish or death resulting from any of these. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "aukm"for Liability cov- erage and if Comprehensive, Specified Causes of Loss or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow. The most we will pay for loss to any hired "auto" is $50.000 or Aowd Ouoh Value or Coot of Repair, whichever in omu||est, minus a deductible. The de- duo\ib|ovi|i be equal tothe largest deductible appli- cable to any owned "auto" of the private passenger or light truck type for that coverage. Hired Auto Phy- sical Damage coverage is excess over any other col- lectible insurance. Subject to the above |imit, deductible and excess provsiony, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. HIRED AUTO PHYSICAL. DAMAGE COVERAGE — LOSS OPUSE SECTION iU — PHYSICAL DAMA8EA-4ib. Form does not apply. Subject to maximum of$1'00O per accident, wmwill cover |oao of use of hired "auto" if it results from an aooidon&, you are legally liable and the |eaour in- curs unactual financial loss. RENTAL REIMBURSEMENT COVERAGE A� We will pay for rental reimbursement expenses incurred by you for the ron\o| of an "auto" ba- vaueo of u covered "loss" to covered "auto". Payment applies in addition tothe otherwise ap- plicable amount ofeach coverage you have on u covered ''outo"No deductibles apply to this �. We will pay only for those axponyny incurred during the policy period beginning 24 hours after the "|oaa" and onding, regardless of the policy's expim1ion, with the lesser ofthe following number of days: A. The number of days reasonably required to repair or replace the covered "auto". If "loua" is caused by theft, this number of days is added to the number of days ktakes to locate the covered "outo" and return it to you. 2. 30duya. C. Our payment is limited to the |e000r of the fol- lowing amounts: 1. Necessary and actual expenses incurred. 2. $50 per day. D. This coverage does not apply while them are upuna or reserve "autos" available toyou for your operations, E. If "loss" results from the total theft ofa covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not al- ready provided for under the PHYSICAL DAM- AGE COVERAGE Coverage Extension. F. The Rental Reimbursement Coverage described above does not apply to u covered ''uuto" that is described or designated aaucovered ''uuto" on u��RI NT001 -0279-0041 1 Rental Reimbursement Coverage Form AUDIO, VISUAL AND DATA EQUIPMENT COVERAGE ELECTRONIC A. Coverage 1. 0ewill pay with respect toacovered "auto" for "loss" to any electronic equipment that receives ortransmits audio, visual ordata signals and that 18'no1designed solely for ithe reproduction cfsound. This coverage applies only ifthe equipment impermanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which io'Permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to besolely operated by use ofthe power from the ''aoLo'a" o|ootrina| system, inor uponthe covered "auto". Z VVuwill pay with respect tuacovered "auto" for "loss" to any accessories used with the electronic equipment described in paragraph A.11. above. However, this does not include tapes, records ordiscs, 3. KAudio, Visual and Data Electronic Equip- ment Coverage form CA88 60or OA80 84 is attached to this policy, then the Audio, Vi- sual and Data Electronic Equipment Cover- age donohbod above does not apply. 11 Exclusions The exclusions that apply toPHYSICAL DAM- AGE COVERAQE.exoep for the exclusion relat- ing to Audio, Visual'. and Data ' Elect Equipment, also apply tothis coverage. ingddi- Uon. the following exoiumiona apply: ' VVe Will not pay for either any electronic eguip- menL or accessories used With such electronic equipment that is: 1. Necessary for the normal operation of the covered "auto" for the monitoring of the covered "auLo`a" operating system; or 2. Both: a. anintegral part Cfthe same Unit housing any sound reproducing equipment. de- signed 0o|$|y for the reproduction of sound if the sound' reproducing equipment is permanently installed in the covered "auto"; and b. permanently installed in the opening of the dash or console normally used by the manufacturer for the installation of a C. Limit of Insurance With respect tothis coverage, the LIMIT OFIN- SURANCE provision of PHYSICAL DAMAGE COVERAGE is replaced by the h0||o«hng: 1. The most we will pay for "loss" to audio' vi- sual or data electronic equipment and any accessories used with this equipme4.us u result ofany one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen rmpedy with other property cflike kind and quuUh/ ` c. $1.000. ^ 2. Anadjustment for depreciation and physical condition will be made indetermining actual cash value o1the time ofthe "loss". 8. If a repair or replacement results in bettor that! like kind or qua|ity, we will not pay for the amount of the betterment,. D. Deductible 1. K "loss" to the audio, visual or data elec- tronic equipment or a000moohna used with this equipment is the result of a "loss" to the covered "auto" under the Business Auto Coverage Forn's Comprehensive or;Co{|i' aionCmvarage.thanforeanhuovonod "auto" our obligation to pay for, ropair, return or re - ,place damaged or stolen property will bqre- duopd bvthe applicable deductible shown. in the Declarations. Any Cory) prehpnsivo''.Cov' mrage deductible uhovvn in the Declarations does: t apply to 11P�P"'to 4udiP\.\islual,'or: data electronic equipment ouuaod by fire or lightning. 2. If "loss,' to the aodio, visual or data elec- tronic uipm nt or aoceonnhea used with this equipment is the result of u "loss" to the covered "autn" under the Business Auto Coverage Fo,m'uSpocified Causes of Loss Coverage. then for each covered "auto" our ob|igEbidn to pay for, repair, return or replace damaged or stolen property will be reduced by 00 deductible. Q. If "loss" occurs solely tothe audio, visual Vr data electronic equipment or uonaayoriea used with this equipment, then for each cov- ered sp return or replace damaged or stolen property will be reduced bya$100 deductible. 4. In the event that there is more than one ap- plicable deductible, only the highest deduct- ible will apply. In no event will more than one deductible apply. SECTION V — DEFINITIONS iaamended by adding the following: 0. "Personal effects" means your tangible property that io worn or carried by you, ex- cept for tools, jewn|ry, monoy, or ancuhdoa. R. "New vehicle" means any "auto" of which you are the original owner and the "auto" has not been previously tNnd and is less than 365 days past the purchase date. Page nofs U D-1 2-PRI NT001*279-(mM3-J • • •• • • NM • - • • WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5% of the California workers compensation premium otherwise due on such remuneration. Minimum Premium: $0 Schedule Person or Organization CITY OF NATIONAL CITY CIO CITY ArITORNEY OFFICE 1243 NATIONAL CITY BOULEVARD NATIONAL CITY, CA 91950 RE: ALL CALIFORNIA OPERATIONS OF TiE NAMED This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement Effective 01/01/12 Insured SOUTH BAY COMMUNITY SERVICES Policy No. Z069607105 Policy Period 01/01/12 To 01/01/13 Issued On 01/20/12 WC-04-03-06B (Ed. 10-07) At San Diego, CA AGENT COPY ZENITH INSURANCE COMPANY Endorsement No. 14 Z039607165 1 of 3