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HomeMy WebLinkAbout2021 CON City of Chula Vista - Alpha Project• • i • • h • • • • CITY OF CHULA VISTA AND CITY OF NATIONAL CITY CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT WITH ALPHA PROJECT i • # # • i 4 5 - • This Agreement is entered intoeffective as of August 24, 2021 ("Effective Date")by and between the City of Chula Vista, a chartered municipal corporation, . ("City") and the City -of National City, a chartered municipal: corporation, ("National City") and Alpha Project ("Contractor/Service Provider") (collectively, the "Parties" and; individually, a "Party") .with reference to the following facts: ' 4 • RECITALS • • • • 4 WHEREAS, the City of :Chula Vista, National City, and Alpha Project partnered to submit a Homeless Housing Assistance Program ("HHAP") funding application with the Regional Task Force for' , Homeless ("RTFH") :to provide services to .address homelessness; and • • WHEREAS, the application for :HHAP was approved by: the RFTH, but for- an amount lower than requested,' with the City of Chula : Vista acting as the funding "pass through" .entity under the terms. of a subrecipient agreement with RFTH (Agreement No. HHAP-2021-City of Chula Vista -1); and, • WHEREAS, THE City, National City, and Alpha Project desire to implement the programs/projects to be fundedby the HHAP grant, with the services required to be provided by Contractor/Service Provider under this agreement split equally between City and National City; and, • • • WHEREAS, Contractor/Service Provider warrants and represents that itis experienced and staffed in a manner such that if can deliver the services required of Contractor/Service Provider t0: City in accordance with the time frames and the terms and conditions of this Agreement. r •. • • • 4 • • • • • [End of :Recitals. Next Page Starts Obligatory Provisions.] • F 4 • • ti • • • • • • T 4 • • • • • • ■ • • • • • • • • • • 1 City of Chula Vista Agreement No.:2021-076 Consultant Nate: ViIpha Project) Rev. 10/24/17 OBLIGATORY PROVISIONS NOW, THEREFORE, in consideration of the above recitals; the covenants contained. herein, and other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City, National City,. and Contractor/Service Provider hereby agree as follows: 1. SERVICES • 1.1 Required Services. Contractor/Service Provider agrees to perform the services, and deliver to City and National City the "Deliverables" (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the "Required Services." 1.2 eductionsin Scope of Work. City may independently, or upon request from Contractor/Service Provider, from time to time, reduce the Required Services tobe performed by the Contractor/Service Provider under this Agreement. Upon doing so, City, and Contractor/Service Provider, as applicable, agree to meet and confer in good faith for the purpose of negotiating a corresponding reduction in the compensation associated with the reduction. 1.3 Additional Services. Subject to compliance with the City's Charter, codes; policies, procedures and ordinances governing procurement and purchasing authority, City may request. Contractor/Service Provider provide additional services related to the Required Services ("Additional Services"). If so, City and Contractor/Service Provider agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, "Additional Services" shall also become "Required Services" for purposes of this Agreement. 1.4. 'Reduction in Scope of Work/Additional Services. Should National City desire a reduction in the -Scope of Work or wish to add Additional Services, the City and Alpha Project agree to meet and confer in good faith to negotiate an Amendment of this agreement to add or reduce services under this Agreement. 1.5 Standard of Care. Contractor/Service Provider expressly warrants and: agrees that any and all Required Services hereunder shall be performed in accordance with the highest standard of care exercised by members of the profession currently practicing under similar conditions and in similar locations. 1.6 No Waiver of Standard of Care. Where approval by City or National City is required, it is understood to be conceptual approval only and does not relieve the Contractor/Service -Provider of responsibility for complying with all laws, codes, industry standards, and liability for damages causedby negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Contractor/Service Provider or its subcontractors. 1.7 Security for Performance. In the event that Exhibit A Section 4 indicates the need for Contractor/Service Provider to provide additional security for performance of its duties under this_: 2 City of Chula Vista Agreement No.: 2021-076 Consultant Name: klpha Project Rev 10 F. Agreement, Contractor/Service Provider shall provide such additional security prior to commencement of its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney for the City of Chula Vista. 1.8 .Compliance with Laws. In its performance of the Required Services,, Contractor/Service Provider shall comply with any and all applicable federal, state and local laws, including the Chula Vista Municipal Code and the National City Municipal Code. 1.9 Business License. Prior to commencement of work, Contractor/Service Provider shall obtain business licenses from City and National City. 1.10 Subcontractors. Prior to commencement of any work, Contractor/Service Provider shall submit. for City's and National City's information and approval a list of any and all: subcontractors to be used by Contractor/Service Provider in the performance of the Required •, Services. Contractor/Service Provider agrees to take appropriate measures necessary to ensure that all subcontractors and personnel utilized by the Contractor/Service Provider to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor expected to fulfill any responsibilities of the Contractor/Service Provider under this Agreement, Contractor/Service Provider shall ensure that each and every .subcontractor carries, out the Contractor/Service Provider's responsibilities as set forth in this Agreement. 1.11 Term. This Agreement shall commence on the earlier .to occur of the Effective Date or Contractor/Service Provider's commencement of the Required Services hereunder,,. and shall terminate when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect. 1.11 RTFH Agreement. This Agreement is subject to the terms of the related subrecipient agreement with RFTH (Agreement No. HHAP-2021-City of Chula Vista-1; referred to as "Subrecipient Agreement") which is hereby fully incorporated by reference into this Agreement. In the event of any conflict of terms between this Agreement and the Subrecipient Agreement, the Subrecipient Agreement shall govern. 2. COMPENSATION 2.1 General. For satisfactory performance of the Required Services, City, as the fiscal agent pursuant to HHAP agreement .number HHAP-202 1 -City of Chula Vista- 1, to compensate Contractor/Service Provider in the amount(s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section: 2. • • 2.2 Detailed Invoicing. Contractor/Service Provider agrees to provide City with a detailed invoice for services performed each month, within thirty (30) days of the end of the month in . which the services were performed, unless otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective Date of the Agreement. All charges must be presented in a line item format with each task separately explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the amount invoiced to date, and the remaining amount available under any approved budget. Contractor/Service Provider must 3 City of Chula Vista Agreement No.: 2021-076 Consultant Name: !AIpha Project Rev. 10/24/17 obtain prior written authorization from City for any fees or expenses that exceed the estimated :. budget: • 2.3 ynient to Contractor/Service .Provider. Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have' been satisfactorily performed to the Satisfaction of City and National City, City shall pay. Contractor/Service: Provider for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth :in -Exhibit A and section 2.4, below. At City's discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced. • 2.4 Retention Policy. City shall retain ten percent (10 %) of theamount due for Required. Services detailed on each invoice (the "holdback amount"). Upon City review and determination of Project Completion, the holdback amount will be issued to Contractor/Service Provider, 2.5 Reimbursement of Costs. City ; may reimburse Contractor/Service Provider's out-of- pocket costs incurred by C ontracto r/ S ervi c e Provider in the performance of the Required Services if negotiated in advance and: included in Exhibit A. Unless specifically provided in Exhibit A, Contractor/Service Provider shall be responsible for any andall out-of-pocket costs incurred by Contractor/Service Provider in the performance of the RequiredServices. 2.6 Exclusions. City shallnot be responsible for. -payment to Contractor/Service Provider for any fees or costs in excess of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out pf or related to the errors; omissions, negligence or acts of willful misconduct of Contractor/Service Provider, its agents, employees, or subcontractors. 2.7 Payment Not Final Approval. Contractor/Service Provider understands and agrees that payment to the Contractor/Srviee Provider or reimbursement for any Contractor/Service Provider costs related to the performance of Required Services does not constitute _a City final decision regarding whether such payrnent or cost reimbursement is allowable and eligible for payment under this Agreement, nor does it constitute a waiver of any violation by Contractor/Service Provider of the terms of this Agreement. If City determines that Contractor/Service Provider is not entitled to receive any amount of compensation already paid, City will notify Contractor/Service Provider in waiting and Contractor/Service Provider shall promptly return such amount. 3. INSURANCE • . 3.1 Required Insurance. Contractor/Service Provider must procure and maintain, during the period 'of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference. (the "Required Insurance"). The Required Insurance shall also comply with all other terms of this Section. • 3.2 Deductibles and Self -Insured Retentions. Any deductibles or self -insured 'retentions relating to the Required Insurance must be disclosed to and approved by.City in advance of the commencement of work. • .i . City of Chula Vista Agreement No.: 2021-076 Consultant Name: iklpha Project' • Rev. 10/24/17 3.3 -d ; Standards for _Insurers. Required Insurance must be placed with licensed insurers admitted to transact business in the StateofCalifornia with a current A.M. Best's rating of A V or better, or,' if insurance is placed with a surplus lines insurer, insurer must - be fisted on the State of California List of Eligible Surplus. Lines Insurers (LESLI) with a current .A.M. Best's rating of no less than . A -X. For Workers' Compensation Insurance, insuranceissued by the State Compensation Fundis also acceptable. • 3.4 Subcontractors. Contractor/Service Provider must include all sub-Contractor/Service Providers/sub- contractors as insureds under its policies and/or furnish separate certificates and endorsements demonstrating separate coverage for tho s e not under its policies. Any separate coverage for sub -Contractor/Service Providers must also comply with the terms of this Agreement. • 3.5 Additiona1Insureds City and National City; including their officers, officials, employees, agents, and volunteers must be named as additional 'insureds with respect to. any policy of general liability, automobile, or pollution insurance- specified as required in Exhibit B or as may otherwise be specified by City's Risk Manager. The general liability additional insured coverage must be provided in the form of an endorsement to the Contractor/Service Provider's insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage. • 3.6 General Liability Coverage to be "Primary.'; Contractor/Service Provider's general liability coverage must be primary insurance as it pertains to City and National City, their officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City or National City, their officers, officials,' employees, or volunteers is wholly separate from the insurance provided by Contractor/Service Provider and in no way relieves Contractor/Service Provider from its responsibility to provide insurance, . o 3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, except after thirty days' prior written notice to City and National City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Contractor/Service . Provider must procure and put into effect equivalent coverages). • 3.8 Waiver of Subrogation. Contractor/ServiceProvider's insurer(s) will provide a Waiver of Subrogation in favor of the City and National City for each Required Insurance policy under this Agreement. In addition, Contractor/Service Provider waives any right it may have or may obtain to subrogation for a claim against City and National City. • 3.9 Verification_ofCoverage. Prior to commencement of any work, Contractor/Service Provider shall furnish City and National City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City and National City that Contractor/Service Provider has obtained the Required Insurance in compliance with the terms of this Agreement. The words "will endeavor" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives" or any similar language must be deleted from all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City and National City reserve the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements • L City oChula Vista A2021-076 1-7 Consultant Name: klpha Proj tRev. 10/24/17 evidencing the coverage required by these specifications. 3.10 ClaimsMade Policy, Requirements. If General Liability, Pollution andlor Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form,: the following requirements also apply: .• a. The "Retro Date" must be shown, and must be before the date of this Agreement or the beginning of the 'work required by this Agreement. • ,b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5) years after completion of the work required by this Agreement. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy. form with a "RetroDate" prior to the effective date of this Agreement, the Contractor/Service Provider must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the work required by this Agreement. - .d. A copy of the claims reporting requirements must be submitted to the City for review. 3.11 Not a Limitation of Other obligations. Insurance provisions under this section shall not be construed to limit the Contractor/Service Provider's obligations under this Agreement, including Indemnity. J 3.12 Additional :Coverage. To the extent that insurance coverage provided by Contractor/Service Provider: maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained. 4. INDEMNIFICATION L. 4.1. - :General. To the maximum extent allowed by law, Contractor/Service Provider shall protect, defend, indemnify and hold harmless City and National City, their elected and appointed :officers, agents, employees: and volunteers (collectively, "Indemnified Parties"), from and against any and all claims, demands, causes of action, costs, expenses, (including reasonable attorneys' fees and court costs), liability, loss, damage or injury, in law 'or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Contractor/Service Provider, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability; costs and expenses arising from, the sole negligence or willful misconduct of the indemnified Parties.. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in combination with the active or passive negligent acts or. omissions of the Contractor/Service Provider, its employees, agents or officers, or any third party. 4.2. Modified Indemnit Where A reement Involves_Design Professional Services. Notwithstanding the forgoing, . if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended City of Chula Vista Agreement NO.:' 2 1- 7 - . Consultant Name: + l ha Project 4 rev. 1 17 from :time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8. 4.3 Costs of Defense and Award. Included in Contractor/Service Provider's obligations under this .'Section 4 is Contractor/Service Provider's obligation to defend, at Contractor/Service Provider's own cost, expense and risk, any and all suits, actions or other Legal proceedings that may be brought or instituted against one or more of the Indemnified Parties. Subject to the limitations in this Section 4, Contractor/Service Provider shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Jndenmified Parties for any and all related legal expenses and costs incurred by any of them. 4.4. Contractor/Service Provider's Obli ations Not Limited or Modified. Contract�r/Service Provider's obligations under this Section 4 shall not be limited to insurance proceeds, if any, received by the Indenmified Parties, or by any prior or subsequent declaration by the Contractor/Service Provider. Furthermore, Contractor/Service Provider's obligations under this Section 4 shall in no way limit, modify or excuse any of Contractor/Service Provider'sother obligations or duties under this Agreement. 4.5. Enforcement Costs. Contractor/Service Provider agrees to pay any and all costs City and National City incur in enforcing Contractor/Service Provider's obligations under this Section 4. 4.6 Survival. Contractor/Service Provider's obligations under this Section 4 shall survive the. termination of this Agreement. 5. FINANCIAL INTERESTS OF CONTRACTOR/SERVICE PROVIDER. 5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and Contractor/Service Providers performing work for government agencies to publicly disclose certain of their personal assets and income using a Statement of Economic Interests form (Form 700). In order to assure compliance with these requirements, Contractor/Service Provider shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this reference. . 5.2 o isclosures; Prohibited Interests. Independent of whether Contractor/Service Provider is required to file a Form 700, Contractor/Service Provider warrants and represents that it has disclosed to City any economic interests held by Contractor/Service Provider, or its • employees or subcontractors who will be performing the Required Services, in any real properly or project which is the subject of this Agreement. Contractor/Service Provider warrants and represents that it has not employed or retained' any company or person, other than a bona fide employee or approved subcontractor working solely for Contractor/Service Provider, to solicit or secure this Agreement. Further, Contractor/Service Provider warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor. working solely for Contractor/Service Provider, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor/Service Provider further warrants and represents that no officer or employee of City, has any interest, whether contractual, non -contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Contractor/Service Provider or { . ' City of Chula Vista Agreement No,: 2021-076 Consultant Name: klpha Project Rev. 10/24/17 r Contractor/Service Provider's subcontractors. Contractor/S ervic e Provider further agrees to notify City in. the event any such interest is discovered whether or not such interest: is .prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability. • 5.3 National City Requirements. National City rnay':also require to Contractor/Service Provider to.. abide by the terms of this Section 5 byproviding written notice to: Contractor/Service' Provider of such requirement. • 6. REMEDIES 6.1 Termination for Cause. If for any reason whatsoever Contractor/Service Provider shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Contractor/Service Provider shall violate any of the other covenants, agreements or conditions of this Agreement (each a "Default"), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five (5): days written notice to Contractor/Service Provider. Such notice shall identify the Default and the Agreement termination date. If Contractor/Service Provider notifies City of its intent to cure such Default prior to City's specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Contractor/Service Provider up to ten (10) additional days after the designated termination date to effectuate such cure. In the event of a termination under this Section 6.1, Contractor/Service Provider shall immediately provide City any and all "Work Product" (defined in Section 7 below) prepared by Contractor/Service Provider as part of the Required Services. Such Work Product sha11 be City's sole and exclusive property as provided in Section 7 hereof. Contractor/Service Provider may be entitled to compensation for work satisfactorily performed prior to Contractor/Service Provider's receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by Cityas a result of the Default. • 6.2 Termination or Suspension for Convenience of City,. City may suspend or terminate_ this Agreement, or any portion of the Required Services, at any time and for any reason; with or without cause, by giving specific written notice to Contractor/Service Provider of such termination or suspension at least fifteen (15) days prior to the effective date thereof.. Upon receipt of such notice, Contractor/Service Provider shall' immediately cease all work under the Agreement and promptly deliver all "Work Product" (defined in Section 7 below) to City. Such Work Product shall be City's sole and exclusive properly as provided in:Section 7 hereof. Contractor/Service Provider shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily ■ • t City of Chula Vista Agreement 1 .:- 2021-076 Consultant Name: Alpha Project Rev. 10/24/17 performed as of the date of the terminationThuspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City's value under the • Agreement. • • • k • • • ,. 6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of phis .Section, Contractor/Service Provider hereby. expressly waives any -and all claims for damages or compensation as . a result of such termination against both the City and National City • except as expressly provided in this Section 6. • • • 6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Contractor/.Service Provider shall, meet and confer in good faith with City for the purpose of resolving any disputeover the terms of this a Agreement. This paragraph applies to National City .if it is pursuing any suit or arbitration against_ City. In additional, this section applies to Contractor/Service Provider is pursuing :any suit of arbitration against National City. 6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with. the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in San Diego County, State of California. . F • .1 6.6 Service of Process. Contractor/Service Provider agrees that it is subject to: personal jurisdiction in California. If Contractor/Service Provider is a foreign corporation, limited liability company, or partnership that is not registered :with the California .� Secretary of State, Contractor/Service Provider irrevocably consents to service of iprocess on Contractor/Service Provider by first class mail directed to the: individual and address: listed under "For Legal Notice," in section l..B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing 4 • 7. OWNERSHIP AND USE OF WORK PRODUCT • • All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in wholeor in part under this Agreement in connection with the performance of the Required Services (collectively "Work Product") shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Contractor/Service Provider in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in park, any such Work Product, without requiring any permission of Contractor/Service Provider; except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work -Product, Contractor/Service Provider shall make available to City, upon reasonable written request by City,Zthe necessary functional.computer software and hardware for purposes of accessing, compiling, transferring and priming computer files. • ti g ity of Chula Vista Agreement No.: 2021-076 onsultant Name: Alpha Project I - Rev. 10/24/17 8. GENERAL PROVISIONS 8.1 ': Amendment. This Agreement may be amended, but only in writing signed by all Pax -ties. 8.2 Ass ment.. City and National .City would not have entered into this Agreement but for Contractor/Service Provider's unique qualifications and traits. Contractor/Service Provider shall not. assign any of its rights or responsibilities- under this Agreement,.nor any part hereof, without City's prior written consent, which City may grant, condition or deny in its sole discretion. 8.3 Authority. The person(s) executing this .Agreement for Contractor/Service Provider warrants and represents that they have the authority to execute same on behalf o f Contractor/Service Provider and to bind: Contractor/Service Provider to its obligations hereunder without any further action or direction from Contractor/Service Provider or any board,. principle or officer thereof. ' 8.4 -Counterparts._This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after each Party has signed such a counterpart. 8.5 Entire Agreement. This Agreement together with all exhibits attached hereto and other agreements expressly, referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referenced herein shall be attached hereto and are . incorporated herein .by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded. 8.6 Record Retention. During the course of the Agreement .and for three (3) years following completion of the Required Services, Contractor/Service Provider agrees to maintain, intact and readily accessible, all data, .documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City and National City, including :such records in the possession of sub-contractors/sub- Contractor/Service Providers. • i 8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such .additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties. 8.8 Independent Contractor. Contractor/Service Provider is and shall at all times remain as to City and National City a wholly independent contractor. Neither City and National City nor any of their officers; employees, agents Or volunteers shall have control over the conduct of Contractor/Service Provider:or' any of Contractor/Service Provider's officers, employees, or. agents ("Contractor/Service Provider Related Individuals"), except as set forth in this Agreement. No Contractor/S ervice Provider Related Individuals shall be deemed employees of City or National City, and none of them shall be entitled to any benefits to which City or National City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, neither City or National City will withhold state or federal income tax, social security tax or any other payroll tax with respect to any Contractor/Service Provider Related Individuals; instead, Contractor/Service Provider shall be solely responsible for the payment of same and shall hold the City and National City harmless with respect to same. Contractor/Service Provider shall not at any time or in any manner represent that it or any of its Contractor/Service Provider Related. Individuals are employees or agents, of City rt :* r to = ity of Chula Vista Agreement No.: 2021-076 onsultant Name: Alpha Project I Rev. 10/24/17 • • • or National City. Contractor/Service Provider shall not incur or have the power to incur any debt, obiigation or liabilitywhatsoever against CityorNational City, or bind City or National City in any .manner. • 8.9 Notices. A1I notices, demands or. requests provided for or permitted to be given pursuant to this Agreement must be -'in, writing. All notices; demands and requests to be sent to any Party shall be deemed to have been .properly given or served if personally served or deposited in the United States mail, addressed to such .Party, postage prepaid, registered or certified, with return receipt requested, a:t the addresses identified in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A; . or:otherwise provided in writing. • • i (End of page: Next page is signature page.) • • • • • • • • i • • • • • h F • • j � [ ity of Chula Vista Agreement No.: 2021-076 onsultant Name: Aipha Project Rev. 10/24/17 DomSign Envelope ID:C3BADF4B-F068-4284-90DD-BpBFF8D0F54 • • • • • SIGNATURE PAGE 1 CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT IN WITNESS WHEREOF, by executing this Agreement where indicated below, City, National City, and Contractor/Service Provider agree that they have read and undersiood_all terms and conditions of the Agreement, that They fully agree and consent to bound by same, and that .they are freely entering. into this Agreement as of the Effective Date. • • • • CITY OF CHULA VISTA ALPHA PROJECT BY: • • 5DocuSigned by: 619 114.6ftreiti D 92A0 D E 4... Bob McElroy, President and CEO • • CITY OF NATIONAL CITY DocuSigned by: DocuSigned by: Ibral 4161-61A, BY: F4BB CASC5014CD... BY: ZFC37F59DrA6420:.. Maria Kachadoorian, Brad Raulston Chula Vista City Manager National City City Manager I ATTEST • BY: DocuIgned by: 3074D104EAF34 E... • • • • DocuSigned by: (Am') ilitztitiut By: 530B6EEAFA5446D... Kerry K. Bigelow, MMC Luz Molina Chula Vista City Clerk .National City City Clerk • • APPROVED AS TO FORM BY: Docu igned by: i(044# �� •� for • • PDocuSigned: by: OI Yid& AIL. Mims BY:_____ 4F7046939534427... • • • Glen R. Googins Gabriela M. Torres Chula Vista City Attorney National CityDeputy City Attorney • - : ity of Chula Vista Agreement No.:2021-076 o sultant Name: Alpha Project I Rev. 1 SIGNATURE PAGE CONTRACTOR/SERVICE PROVIDER SERVICES AGREEMENT IN WIYWHEREOF, by executing this Agreement where indicated below, City; National City, and Contractor/Service Provider agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date. CITY OF CHULA VISTA ALPHA PROJECT FOR'THE ijJOMELESS BY: Bob McElro President and CEO CITY OF NATIONAL CITY BY: BY: Maria Kachadooiian, Bras ' aulston Chula Vista City Manager National City City Manager ATTEST BY: BY: Kerry K. Bigelow, MMC Luz Molina • Chula Vista City Clerk rational City ity Clerk APPROVED AS TO FORM BY: Glen-R. Googins Chula Vista City, Attorney I mrne Gabriela M. Torres National City Deputy City Attorney 12 ity of Chula Vista Agreement No.:2021-076 onsultant Name: Alpha Project Rev. 10/24/17 t • EXHIBIT A SCOPE OF WORK AND PAYMENT TERMS .1 • 1. Contact Peopleifor Contract Administration and Legal Notice • A. City.Contract Administration: Angelica Davis, Sr Management Analyst 276 Fourth Avenue; Building C 619-691-5036 adavIs(ichulavistaca. gov For Legal Notice Copy to: City of Chula Vista City of Chula Vista - City Attorney Glenn Googins, City Attorney 276 Fourth Avenue, Chula Vista, CA 91910 619-691-5037 ggoo ins chulavistaca.gov And, City Contract Administration: Housing Programs Manager City of National City Housing Authority 1243 National City Blvd. National City, CA 91950-430 619-336-4219 E-mail: pilma@nationalci ca.gov • } • y • k • • For Legal Notice Copy to: City of National City: City of National City - City Attorney 1243 National City Blvd. National City, CA 91950-430 619-336-4220 E-mail: caonationalcityca. • ov B. Contractor/Service Provider Contract Administration: ALPHA PROJECT Karen Pucci, Director of Special Projects 3737 5th Ave Ste 203, San Diego, CA 92103 619-542-1877 karenp@alphaproject.org • 2. Required Services A. General Description and Reporting Requirements: The Contractor shall provide services to City and National City related to the Homeless Emergency Assistance Program including, but not limited to:. outreach; case management; and, housing navigation. • • • • R • • The Required Services required under this Agreement are to be shared between the City and National Cit e uall and consistent' with the ant a lication and award. Cit and National Ci ity of Chula Vista Agreement No.: 2021-076 onsultant Name: Alpha Project Rev. 10/24/17 • shall meet and confer in good faith, as needed, to ensure the required services are shared equally and consistent with the grant application and award. Services shall meet the requirements of the Permanent Local Housing Allocation (PLHA) Program. Reporting Requirements: A _year-end and monthly Performance Report spreadsheet will be used to report on the deliverables of the grant. Monthly and year-end quantitate reports of the tasks detailed above will be due 15 days following the end of the previous month and 15 days following the expiration of the .Agreement, Narrative,- summary- reports, found in the Performance Report spreadsheet, are due on a bi-annual and annual basis. All reports should be emailed to the City's Contract Administer. B. Detailed Description: Task 1 Description Outreach Case Management Housing Navigation • Hotel/Motel Voucher Program Tenant Based Rental Assistance Program A Deliverables Establish supportive relationships with. approximately 250 persons to enhance access necessary services and supports that will help them move off the streets Completion Date 06/30/2022 Case Management of approximately 50:homeless individuals and families in need of housin . assistance Housing -focused Case Management and .Supportive Services for approximately 50 homeless individuals (households) in need of housing assistance and housing stabilization services while they are successfully .1 referred to, matched to, , and/or enrolled in permanent housing programs. Provide 50 one-time 06/30/2022 06/30/2022 assistance to fund security deposits and/or short-term rental assistance for bridge or temporary housing stays hotel/motel vouchers rental . subsidies. 06/30/2022 Provide 30 individuals (or households) with permanent • housing rental subsidies f 06/30/2022 *Items with the asterisk are for the City of Chula and paid for with ESG and HOME funds. The City of National City.will have the Hotel/Motel Voucher Program and Tenant Based Rental Assistance Program administered through separate service providers. ity of Chula Vista Agreement No.: 2021-076 onsultant Name: Alpha Project I Rev. 10/24/17 3. Term: In accordance with Section 1.10 of this Agreement, the Term of this Agreement shall begin August 24, 2021 and end on June 30, 2022 for completion of all. Required Services. 4. Compensation: A. Form of Compensation. Invoiced or agreed -upon amounts as follows: Agreed -Upon Cost Reimbursements are itemized under Sub: Alpha.Project. Reimbursements are retroactive to July 1, 2021. • Project Revenue Lead (Chula Agency Vista) Agency (National Two City) Sub: Alpha Project 'Total of all Agencies RTFH HHAP $ 179,000.00 $ - $ - $ 179,000.00 Other (Emergency Solutions Grant) $ 60,000.00 $ - $ - $ 60,000.00 Other (PLHA ) $ - $ 60,000.00 $ - $ 60,000.00 Other (PLEASE DESCRIBE) $ .- $ - $ - $ - Total Project,Revenue $ 239,000.0.0 $ i 60;000.00 Si- $ 299,000.00 Project Expenses HHAP (ChulaVista) Lead Agency • HHAP (National Agency City) Two Sub: Alpha Project Total of all Agencies Personnel $ - $ - $ 203,000.00 $ 203,000.00 Fringe Benefits $ - $ - $ 50,750.00 $ 50,750.00 Operations $ w. - 1 I $ - $ 30,000.00 $ 30,000.00 Transportation $ - $ - ) $ 15,250.00 $ 15,250.00 _ _ _ _rOtrojtxpees ____ _ $ •- 1 $ - $ 299,000.00 $ 299,000.00 • 1 1 Total $ - $ - '� $ 299,000.00 $ 299,000.00 i ity of Chula Vista Agreement No.: 2021-076 onsultant Name: Alpha Project Rev. 10/24/17 Notwithstanding the foregoing, the maximum amount to be paid to the Contractor/Service Provider for services performed through Enter End of Contract Date shall not exceed Enter Amount. 5. Special Provisions: I IPermitted Sub-Contractor/Service Providers: List Permitted Sub-Contractor/Service Providers or Indicate "None" Security for Performance: See City Attorney or Indicate "None" if Not ■ Applicable ■ 1 Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for Insert Number of Terms additional berms, defmed as a one-year increment or Enter a Specific Date. if applicable. The City Manager or Director of Finance/Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend, each extension shall be on the same terms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to Insert Percentage of Increase or Actual Dollar Amount for each extension. The City shall give written notice to Contractor/Service Provider of the City's election to_exercise the extension via the Notice of Exercise of Option to Extend document. Such notice shall be provided at least 30 days prior to the expiration of the term. ■ Other: Describe Special Provisions {Delete Line If Not Applicable} None .4 i ity of Chula Vista Agreement Na.: 202I-076 onsultant Name: Alpha Project I Rev. 10/24/17 EXHIBIT B INSURANCE REQUIREMENTS Contractor/Service Provider shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated .by checking the applicable boxes (x). • personal and advertising injury ti Type of Insurance • Minimum Amoun General L ability: $2,000,000 per occurrence for Including products and bodily injury, - personal injury completed operations, (including death), and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit must apply separately to this Agreement or the general aggregate limit must be • twice the required occurrence limit Additional Insured Endorsement or Blanket AI Endorsement for City and National City* Waiver of Recovery Endorsement • Automobile Liability Workers' Compensation Employer's Liability Form Insurance Services Office Form CG 00 01 *Must be primary and must not exclude Pro dii cts/Gomp leted Operations $1,000,000 per accident for bodily injury, including death, and properly damage $1,000,000 each accident $1,000,000 disease policy limit $1,000,000 disease each employee Insurance Services Office Form CA 00 01 Code 1-Any Auto Code 8-Hired Code 9-Non Owned Waiver of Recovery Endorsement • Other Negotiated Insurance Terms: "NONE" • ity of Chula Vista Agreement No.: 2021-076 onsultant I an ie: Alpha Project Rev. 10/24/17 EXHIBIT C CONTRACTOR/SERVICE PROVIDER CONFLICT OF INTEREST DESIGNATION The Political Reform Act -and the Chula Vista Conflict of Interest Code3 ("Code") require designated state and local government officials, including some Contractor/Service Providers, to make certain, public disclosures using a Statement of Economic Interests form (Form 700).. Once filed, a Form 700 is a public document, accessible to any member of the public. In addition, Contractor/Service Providers designated to file the Form 700 are also required to comply with certain ethics training requirements.4 ■ A. Contractor/Service Provider IS a corporation or Limited liability company and is therefore EXCLUDED -from disclosure. U B. Contractor/Service Provider is NOT a corporation or limited liability company and disclosure designation is as follows: APPLICABLE DESIGNATIONS FOR INDIVIDUALO ASSIGNED TO PROVIDE SERVICES (Category descriptions available at wwtiv,chulavistaca.gov/departments/city-clerk/conflict-of- interest-code.) Name Email Address Applicable Designation Enter Who Under Name Will the of Be Contract Providing Each Individual If Service (� � Enter email address es � } A. Full Disclosure ❑ B. Limited Disclosnre (select one or more of individuals disclosure duplicate complete individual have requirements, this separately row different — and for each the categories under which the Contractor shall file) : ❑ 1. ❑ 2. - 3. ❑ 4. 115. ❑ 6. 07. Justification: i I X C. Excluded from Disclosure 1.Required Filers Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition of "Contractor/Service Provider," pursuant to FPPC Regulation 18700.3, must file a Form 700. 2.Required Filing Deadlines Each initial Form '700 required under this Agreement shall be filed with the Office of the City Clerk via the City's online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April .1 during the term of the Agreement, and within 30 days of the termination of the Agreement. 3. Filing Designation The City Department Director will designate each individual who will be providing services to the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services the 2 Cal. Gov. Code §8lO0O et seq.; FPPC Regs. 18700.3 and 18704.3 Chula Vista Municipal Code §2.02.010-2.02.O40. 4Cal.Gov.Code53234,etseq. 5 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 CaLApp.4th 261; FPPC Reg.: 18700.3 (Consultant defined as an "individual" who participates in making a governmental decision; "individual" does not include corporation or limited liability company). I. ity of Chula Vista Agreement No.: 2021-076 onsultant Name: Alpha Project Rev. 10/24/17 Contractor/Service Provider will provide. Notwithstanding this designation or anything in the Agreement, the Contractor/Service Provider is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK-FPPC, or (866) 275-3772 *2. Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written determination of the Contractor's requirement to comply with the disclosure requirements set forth in the Code. Completed by: Angelica Davis, Sr Man agem en t Analyst • • • • • • • • • { • 19 . ity of Chula Vista Agreement No.: 202 1-476 onsultant Name: Alpha Project 1 Rev. 10/24/17 ACGRD� CERTIFICATE OF LIABILITY INSURANCE DATE (PA M!DD!Y;YYY) 09#10/2021. 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 ELY AMEND, EXTEND D OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NdT CONSTITUTE A CO iTRACT BETWEEN THE 1SSUING-1NSURER S , AUTHORIZED REPRESENTATIVE OR.PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: T: If the certificate holder is n ADDITIONAL INSURED, the p licy les must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions .of the policy, certain policies marequire an endorsement A.statement on this certificate does not confer rightsrighte-to the certificate holder in lieu of such endorsement . PRODUCER CMR Risk & Insurance services License #0E59760 1.1011 WA Street, Ste. 725 San Diego CA 92101 CONTACT , Susan Sgroi NAME: i PHONE (AID, No, Ext (619) 297-3160 FAX (AIC, No): 619) 297-311 1 E-MAIL ssgroiccnirris.c m ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC INSURER A : Philadelphia 'Indemnity Ins Company 18058 INSURED Alpha Project for the Homeless (a Corp.) 3737 th Ave. Suite 203 San Diego CA 92103 INSURER B : Service American Indemnity Company INSURER c.. INSURER • INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 2021 GLAD WC UM PL REVISION NUMBER: ' THIS INDICATED. EXCLUSIONS CERTIFICATE IS TO CERTIFY NOT MAY AND 1flTHBTAI BE CONDITIONS THAT ISSUED THE DING POLICIES ANY OR OF MAY SUCH REQUIREMENT, PERTAIN, OF POLICIES. INSURANCE THE LIMITS INSURANCE TERM LISTED SHOWN OR BELOW CONDITION AFFORDED MAY HAVE HAVE OF BY BEEN ANY BEEN THE ISSUED CONTRACT POLICIES REDUCED TO THE OR DESCRIBED BY OTHER PAID INSURED CLAIMS. DOCUMENT HEREIN NAMED IS ABOV SUBJECT WITH TH E FOR RESPECT TO THE ALL POLICY TO THE WHICH TERMS, PERIOD THIS INSR LTR TYPE OF INSURANCE + el INSD I : W1 - D POLICY NUMBER - POLICY EFF ( MIDDIYYYY) POLICY EXP (MMIDDIYYYY) - LIMITS X COMMERCIAL GENERAL LIABILITY Y - PHP�3191 - - ' 09 01/ 021 _ 09/0112022 EACH OCCURRENCE 1 ,000' 000 CLAIMS -MADE X OCCUR 1 DAl1�1AE� GT FEINTED PREMISES (Ea occurrence) '� ��,000 MED EXP (Any one person, 00 PERSONAL &ADV INJURY - 1,000,000 GENLAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE 2,000,000 POLICY JEST X LOC PRODUCTS - c rP/ PA 0 ,0,00 00 ' OTHER: ' L±!OMOBILE X AN LIABILITY AUTO Y P ,IPK2319186 . 09101 /2021 0910112022 COMBINED BUNGLE LIMIT (Ea accident) 1,000,000 BODILY INJURY (Perperson) OW!SDONLYE SCHEDULED AUTOS BODILY INJURY (Per accident) ` HIRED AUTOS ONLY NON AUTOS -OWNED ONLY PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB X OCCUR PH ' .B 83209 09 01/ 0 1 09 1 02 EACH OCCURRENCE 5,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE 5,0001000 X 1 0,000 DED RETENTION WORKERS AND EMPLOYERS' COMPENSATION LIABILITY NIA ' SATI S00 2 01 06/3012021 0 130 20 2 NA PER �TATIJTE T. ■- ER E L EACH ACCIDENTB ' # 11000,000 migniTuciERRADEAxRcujEDRE/DE)?(ECUTIVEYEN � N - E.L. DISEASE - EA EMPLOYEE i000'000 - - - (Mandatory Ifyes. DESCRIPTION desclbesrider In NH)0 OF OPERATIONS below EL DISEASE - POLICY LIMIT $ I0 01 0 Professional Liability ' - PHPK2319186 . 9 01 2021 09 01 022 Each Aggregate Incident $1,000,000 $2,000,000 liability), DESCRIPTION RE: The PI-GLD-HS *This Reference City .PI- certificate of OF National (general A-001 OPERATIONS Number replaces (auto), City, liability) - its the I HJ000000 and LOCATIONS elected and certificate WC040306 PI-CA-001 I VEHICLES officials, issued (auto). (workers officers, on 08 (ACORD agents, Waiver compensation). 31 21 101, of which Additional and subrogation employees is considered Remarks status additional Schedule, provided null and may insured Void,* be , per the attached ; status terms if more space provided and conditions is required) per the terms and of form# Pl-GLD-HS conditions of (general form# - , • CERTIFICATE HOLDER CANCELLATION • f City of National City cio Risk Manager 12 31 National City Boulevard National City I GA 9194974397 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 • ad aw"�-�,� 1988892015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds Alpha Square 4%, LP dba Alpha Square Limited partnership, Additional _Named Insured Alpha Square 9%, LP dba Alpha Square • Limited partnership, Additional Named Insured Alpha Square Pizzeria & Deli, LLC Limited Liability Company, Additional Named Insured Alph ..The Lofts, LLC Limited Liability Company, Additional Named Insured Anaheim Gardens Corp, dba Alpha Gardens Corporation, Additional Named Insured CL Dellurts LP Limited partnership, Additional Named Insured Escondido Garden Housing Foundation Othei., Additional Named Insured GMP Metro Hotel Community Association Other, Doing Business As Oxford Gardens Community Association Other, Doing Business As w Oxford Terrace Partners LP Limited partnership, Additional Named Insured Sierra Gardens Housing Foundation Other, Additional Named Insured Sierra Gardens Housing Inc. Corporation, Additional Named Insured Tower Housing Partners, LP, Norma. Hieghts CIC, LP Limited partnership, Additional Named Insured West Coast Affordable Housing Other, Doing Business As { i i OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC [Ref# Description Abuse & Molestation Limit I 1,0001000F Limit Ref # Description Uninsuredmotorists Limit I 1,000,000 Limit Ref # Description . Medical Expense ADDITIONAL COVERAGES Limit 3 • Deductible Amount Coverage Code Form N o. Deductible Type Premium • Edition Date .i Coverage Code Limit 3 Deductible Amount Limit Limit 2 Limit , 000 Ref # Deductible Type Deductible Amount Description Experience Mod Factor I Limit I Limit Limit 3 Form No. Premium Edition Date Coverage Code . Form No, MEDEX Deductible Type Premium Coverage Code EXPOI Deductible Amount Deductible Type Form No. I Premium Edition Date Edition Date Ref # Description Limit I I Limit Ref # Description • Limit 'I Ref # Limit 7 Description Ref # Description Limit Coverage Code Limit Deductible Amount Deductible Type Foam .No. Premium Edition Date Coverage Code Limit Limit Deductible Amount Deductible Type. Form No. Edition Date Premium Limit Coverage Code Deductible Amount Deductible Type Limit 'f Limit 2 r Limit 3 - I Ref # • Limit I Description Form No. Premium Edition Date Coverage Code Form No, Deductible Amount Deductible Type Premium Limit 2 Ref # Description Limit 1 Limit Coverage Code Edition Date Form No. Edition Date Deductible Amount Deductible Type Premium Coverage Code Form No. Edition Date Limit 2 Limit 3 Deductible. Amount - Deductible Type Premium Ref# i Limit I Description Limit a Coverage Code • , Limit 3 - Form No. Deductible Amount Deductible Type Edition Date, Premium - I OFADTLCVCopyright 2001, Ails Services, Inc. PJGLD-HS (10/11) • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READIT CAREFULLY. GENERAL LIABILITY DELUXE ENDORSEMENT: HUMAN SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE • It as understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. if such specific coverage applies, the terms, conditions and limits of that coverage are`the sole and exclusivecoverage applicable under this policy, unless otherwise noted on this endorsement. The foliowing is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete detalison specific coverages, consult the policy contract wording. a Coverage Applicable Extended Property Damage L_ Limited Rental Lease Agreement Contractual Liability Non -Owned Watercraft • Damage to Property You Own, Rent, or Occupy Damage to Premises Rented to You HIPAA rMethcaI 'Payments • 1 Medical Payments = Extended Reporting Period Athletic Activities Supplementary Payments — Ball Bonds Supplementary Payrnent— Loss of Earnings Employee Indemnification Defense Coverage Limit of Insurance Included $50,000 limit Less than 58 feet $30,000 limit $1,000,000 Clarification $20,000 Key and Lock Replacement — Janitorial Services Client Coverage Additional insured — Newly Acquired,Time Period Additional Insured — Medical Directors and Administrators Additional Insured —Managers and Supervisors (with Fellow Employee Coverage) , Additional Insured — Broadened Named Insured Additional Insured — Funding Source Additional Insured — Home Care Providers { 3 years Amended $5,000 $11000perday $25,000 Page # 2 4 5 5 5 $10,000 limit Additional Insured —Managers, Landlords, or Lessors of Premises Additional Insured — Lessor of Leased Equipment Additional insured —' Grantor of Permits Additional Insured —Vendor Additional Insured —Franchisor Pidditional Insured —When Required'by Contract Additional Insured — Owners, Lessees, or Contractors Additional Insured -- State or Political Subdivisions Amended Included Included Included Included Included Included Included Included IncIuded Included Included Included Included 10 Pagelofl2 Includescopyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia Indemnity Insurance Company j PI-GLD-HS (.10/11) Duties jn:the Event of Occurrence, -Claim or Suit Included .; 4 10 Uninteritional Failure to Disclose Hazards � Included - 10 Transfer of Rights of Recovery Against Others To Us - : Clarification . 10 Liberalization • lncluded I 1 Bodily Injury —includes Mental Anguish included - . 'I 1 1 Persona[ Discnmination and Advertising Injury — includes Abuse_of - Process, ' Included � I - .1 I i A. Extended Property Damage SECTION I — COVERAGES, COVERAGE.A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following: a. Expected or Intended Injury • "Bodily injury" or property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. B. Limited RentalLease Agreement Contractual Liability SECTION I —COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following: (3) Based on the named insured's request at the time of claim, we agree to indemnify the named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to $50,000. This coverage extension only applies to rental lease agreements. This coverage is excess over any renter's liability insurance of the client. C. Non -awned Watercraft • SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g (2) is deleted in its entirety and replaced by the following: (2) A watercraft you do not own .that. is: (a) Less than 58 feet tong; and • (b) Not being used to carry persons or property for a charge; This provision applies toany person, who with your consent, either uses or is .responsible for the use of a watercraft. This insurance is excess over any other valid and collectible insurance available to the insured whether primary, excess or contingent. D. Damage to Property You Own, Rent or Occupy SECTION I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE Page2bf 12 includes copyrighted material of Insurance ,Services Office, Inc., with its permission. O 2011 Philadelphia Indemnity Insurance Company Pl-GLD-HS (10/11) LIABILITY, Subsection 2. Exclusions, Paragraph j. Damage to Property, Item; (1) is deleted in its entirety and replaced with the following: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property, unless the damage to property is caused by your client, up to a $30,000 limit. A client is defined as aperson under your directcare and supervision. E. Damage to Premises Rented to You 1. If damage by fire to premises rented to .you is not otherwise excluded from this Coverage Part, the word "fire" is changed to "fire, lightning, explosion, smoke, or leakage from automatic fire protective systems" where it appears in: a. The last paragraph of SECTION.I —COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions; is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. b. SECTION III — LIMITS OF INSURANCE, Paragraph 6. is deleted in its entirety and replaced by the following: Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems while rented to you or temporarily occupied by you with permission of the owner. c. SECTION V —DEFINITIONS, Paragraph 9.a., is deleted in its entirety and replaced by the following: A contract fora lease of premises. However, that portion of the contract fora lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; 2. SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, Subsection 4. Other Insurance, Paragraph b. Excess Insurance, (1) (a) (II) is deleted in its entirety and replaced by . the following: That is insurance for fire, lightning, explosion, smoke, or leakage from automatic fire protective systems for premises rented to you or temporarily occupied by you with permission of the owner; 3. The Damage To Premises Rented To You Limit section of the Declarations is amended to the greater of: Page 3 of 12 Includes copyrighted material cif Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company I • PI-GLD-HS (10/11) a. $1,000,000; or b. The amount shown in the Declarations as the Damage toPremises Rented to You Limit. This is the most we will pay .for all damage proximately caused by the same,event, whether such damage results from fire, lightning, explosion, smoke, or leaks from automatic fire protective systems or any combination thereof. F. HIPAA SECTION I — COVERAGESI.COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY, is amended as follows: 9. Paragraph 1. Insuring Agreement is ameridedto include the following: • We will pay those sums that the insured becomes legally obligated to pay as damages because of a "violation(s)" of the Health Insurance Portability and Accountability Act (HIPAA). We have the right and the duty to defend the insured against any "suit," "investigation," or civil proceeding" seeking these damages. However, we will have no duty to defend the insured against any "suit" seeking damages, "investigation," or "civil proceeding" to which this insurance does not apply. 2. Paragraph 2. Exclusions is amended toinclude the following additional exclusions: This insurance does not apply to: a. Intentional, Willful, or Deliberate Violations Any willful, intentional, or deliberate "violation(s)" by any insured. b. Criminal Acts Any "violation" which results in any criminal penalties under the HIPAA. c. Other Remedies Any remedy other than monetary damages for, penalties assessed. de Compliance Reviews or Audits . Any compliance reviews by the Department of Health and Human Services. 3. SECTION V —DEFINITIONS is amended to include the following additional definitions: a. "Civil proceeding" means an action by the Department of Health and Human Services {HHS} arising out of "violations." b. "Investigation" means an examination of an actual or alleged "violation(s)" by HHS. However, "investigation" does not include a Compliance Review. c. "Violation" means the actual or alleged failure to comply with the regulations included in the HIPAA. 1 r i • Page Includes copyrighted material of Insurance Services Office, inc., with its permission. © 2011 Philadelphia indemnity Insurance Company • PI-GLD-HS (10/11) • G. Medical Payments —Limit Increased to $20,000, Extended Reporting Period If COVERAGE C MEDICAL PAYMENTS :is not otherwise excluded from this Coverage Part: • 1. The Medical Expense Limit is changed subject to -all of the terms of SECTION III -LIMITS OF .INSURANCE to the greater of: a. $20,000; or b. The Medical Expense Limit shown in the Declarations of this Coverage Part. • • 2. :SECTION I —COVERAGE, COVERAGE C MEDICAL PAYMENTS, Subsection 1. Insuring Agreement, a. (3) (b) is deleted in its entirety and replaced by the following: {b} The expenses are incurred .and reported to us within three years of the date ofthe accident. H. Athletic Activities • SECTION I —COVERAGES, COVERAGE C MEDICAL PAYMENTS, Subsection 2. Exclusions, Paragraph e. Athletic Activities is deleted in its entirety and replaced with the following: e. Athletic Activities To a person injured while taking part in athletics. I. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS - COVERAGE A AND B are amended as follows: I. b. is deleted in its entirety and replaced by the following: 1, b. Up to $5000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily InjuryLiability Coverage applies. We do not have to furnish these. I 1d. is deleted in its entirety and replaced by :the following: a 1. d. AEI 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 $1,000 a day because of time off from work. J. Employee Indemnification Defense Coverage i SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B the following is added: • We will pay, on your behalf, defense costs incurred by an "employee" in a criminal proceeding occurring in the course of employment. The most we will pay for any "employee" who is alleged to be directly involved in a criminal proceeding' is $25,000 regardless of the numbers of "employees," claims or "suits" brought or persons or organizations making claims or bringing "suits. Page5of12 includes copyrighted material of insurance Services Office, Inc., with its permission. Ci 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) K. Key and Lock Replacement —Janitorial Services :Client Coverage • SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is. amended to include the following:• We will pay for the cost to replace keys and locks at the "clients" premises due to theft or other l�ss to keys entrusted to you by your "client," up to a $10,000 limit per occurrence and $10,000 policy aggregate. We will not pay for lossordamage resulting from .theft or any other dishonest or criminal act that you or any of your partners, members, officers, "employees", "managers", directors, trustees, authorized representatives or any one to whom you entrust the keysof a "client" for any. purpose commit, whether acting alone or in collusion with other persons. The following, when used on this coverage, are defined as follows: a. "Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. la, "Employee" means: (1) Any natural person: (a) While in your service or for 30 days after terminationof service; (b) Who you compensate directly by salary, wages or commissions; and (c) Who you have the right to direct and control while performing services for you; or (2) Any natural person who is furnished temporarily to you: (a) To substitute for a permanent "employee" as defined in Paragraph (1) above, who is on Leave; or (b) To meet seasonal or short-term workload conditions; while that person is subject to your direction and control and performing services for you. (3) "Employee" does not mean: (a) Any agent, broker, person [eased to you by a labor teasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general character; or (b) Any "manager," director or trustee except while performing acts coming within the scope of the _usual duties of an "employee." c. "Manager" means a person serving in a directorial capacity for a limited liability company. L. Additional Insureds SECTION 11— WHO IS AN INSURED is amended as follows: 1. If coverage for newly acquired or formed organizations is not otherwise excluded from this Page 6 of 12 IncIudescopyrighted material of Insurance Services Office.lnc1, with its permission. • • O 2011 Philadelphia Indemnity Insurance Company PI-GLD-HS (10/11) -.Coverage Part, Paragraph 3.a. is deleted in its eritirely and replaced by the foliowing: a. Coverage under this provision isaff�rded until the end of the policy period. 2. Each of the following isa.Isoan insured: a. Medical Directorsand Administrators —Your medical directors and administrators, but only while acting within the scope"of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician ▪ or psychiatrist in the treatment of a patient. b. Managers and Supervisors — Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisors who are your "employees" are also insureds for "bodily injury" to a co- "• employee" while in the course of his or her employment by you or performing duties related to the conduct of your business. This provislon does not change ttem2.a.(1)(a) as it applies to managers of a limited liability company. c. Broadened Named Insured —Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another•similar policy, but for its termination or the exhaustion of its limits of insurance. • d. Funding Source — Any person or organization with respect totheir liability arising out of: • (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does notapply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers — At the first Named !nsured5.option, any person or organization under yourdirect supervision and confro! while providng for you pnvate home respite or foster home care for the developmentally disabled. f. Managers, Landlords, or Lessors of Premises' —Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that park of the premises [eased. or rented to you subject tothe following additional .exclusions: 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 that person or organization. .g.Lessor of Leased Equipment — Automatic Status When Required in Lease Agreement With You —Any person or organization from whom you lease 'equipment when you and such person or organization have agreed in writing in a contract or agreement that such person or organization is to be added as an additional insured on your policy. Such person or Page7of12 Includes.copyrighted material of Insurance Services Office, Inc., with its permission. Cs 2011 Philadelphia Indemnify Insurance Company L a • PI-GLD-HS (10/11) organization is an insured 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 or organization. • • A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you fcrsuch leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. h. Grantors of Permits -- Any state or potitical subdivision granting you a permit in connection with your premises subject to the following additional provision: (1) This insurance applies only with, respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or 'control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; • (b) The construction, erection, or removal of elevators;, or (c) The ownership, -maintenance, or use of any elevators covered by this insurance. in Vendors —:Only with respect to "bodily injury" or "property damage" arising out of "your products which are distributed or sold in the regular course of the vendor's business, subject to the foliowing additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability fbrdamages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e), Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Page 8 of 12 Includes .copyrighted material of Insurance Services Office, Inc., with its permission. O 2011 Philadelphia Indemnity Insurance Company • • ■ • • • PI-GLD-H•S (10/11) (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient- of any other thing or substance by or for the vendor; or • • (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Sub -paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course -of business, in connection with the distribution or sale of the •pr�ducts. • • (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing. Franchisor —Any person or organization with respect to their liability as the grantor of a franchise to you. • kg As Required by Contract —Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for "bodily injury," "property damage" or "personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations • I. Owners, Lessees or Contractors -- Any person or organization, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: • • • (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf; • in the performance of your ongoing, operations for the additional insured when required by a contract: • With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: (a) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page9of12 includes copyrighted material of lnsurancp Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company fr PI-GLD-HS (10/11) fr m. State or Political Subdivisions —Any state or political subdivision as required, subject to the following provisions: ti (1) This insurance applies only with respect to operations performed by. you or on your behalf for which the state -or political subdivision has issued a permit, and is required by contract. (2) This insurance does not apply to: F fr i fr (a) "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality;, or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." M. Duties in the Event of Occurrence, Claim or Suit SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS., Paragraph 2. is amended as follows: fr a. is amended to include: i This condition applies only when the "occurrence" or offense is known to: (1) You, it you are an individual; (2) A partner, if you are a partnership; or fr (3) An executive officer or insurance manager, if you are a corporation. be is amended to include: This condition will not be considered breached unless .the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; fr (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. N. Unintentional Failure To Disclose Hazards SECTION IV - COMMERCIAL GENERAL LIABILITY•CONDITIONS, 6m Representations is amended to include the following: It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period of this Coverage .Part, we shall not deny coverage under this Coverage Part because of such failure. O. Transfer of Rights of Recovery Against Others To Us SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of x I Page1Oof12 1 I n clu des copyrighted material of Insurance Services Office, inc., with its permission. © 2011 Philadelphia Indemnity Insurance Company 4 1 7 i • P1GLD-HS (10/11) Recovery Against Others Tor Us is deleted in its entirety and replaced by the.following: If the insured has rights to recover allor part of any payment wehave 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" ortransfer.those rights to us and help us enforce them. Therefore, the insured can waive the insurer's rights of recovery prior to the occurrence of a loss, provided the waiver is made ina written contract. P. Liberalization SECTION IV —COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following: If we revise this endorsement to provide more coverage without additional -premium charge, we will automatically provide- the additional coverage to all endorsement holders as of the day the revision is effective in your state. Q. Bodily Injury —Mental Anguish SECTION V —DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following: "Bodily injury" means: 1 a. Bodily injury, sickness or disease sustained by a person, and includes -mental anguish resulting from any of these; and b. Except for mental anguish, includes death resulting from the foregoing (Item a. above) at any time. R. Persona[ and Advertising Injury —Abuse of Process, Discrimination • If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of "personal and advertising injury" is amended as follows: 1. SECTION V —DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following: b. Malicious prosecution or abuse of process; 2. SECTION V — DEFINITIONS, Paragraph 14. is amended by adding the following: Discrimination based on race, color, religion, sex, age or nation -al ri in, except when: a. Done intentionally by or at the direction of, or with the knowledge or consent of: (1) Any insured; or (2) Any executive officer, director, stockholder, partner or member of th.einsured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured; .• Page 11 of 112 Includes copyrighted material of lnsuranceServices office, Inc., with its permission. © 2011 Philadelphia Indemnity insurance Company I i PI-GLD-HS (10/11) c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured; or • d. Insurance for such discrimination is prohibited by Or held in violation of law,: public policy, legislation, court decision or administrative ruling. • • The above does not apply to fines or penalties imposed because, of discrimination. • F • .. • • • • I a i Page12of12 ,j Includes copyrighted material of Insurance Services Office, Inc., with its permission. © 2011 Philadelphia Indemnify Insurance Company • • Pl-CA0O1 (09/15) • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE ELITE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTOCOVERAGE PART • Y Following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages;- consult the policy contract wording. • Coverage A . - •licable _ -- Limit of Insurance - _ Page # Who isAn Board Newly Designated Lessor Members Acquired of Insured Leased Insured Entities Autos . . ' _ � Included Included• Included Included „ .. 2 Cost of Bail Bonds $5,000 2 Reasonable Ex•enses — Loss of Earnings $500 per day 2 Fellow Employee Cov�ra.e Amended _ . 3 Towing $100 per disablement 3 Glass Breaka• e Windshields and Windows No deductible applies 3 Transportation Ex.enses $100 per day I $3,000 maximum 3 Hired Auto Physics! Damage Loss Use $100 per day I $.1 ,000 maximum 3 — of Hired Auto Physical. Damage ACV vehicle or repair whichever or replacement is less of the PersonaEffects $500 4 Rental Reimbursement $100 +er da /30 da s 4 Accidental Dischar. Air Bag Amended e — _ Electronic Es ui • ment $1000 5 Original Replacement Equipment Manufacturer Parts Included ,5 Auto Loan / Lease Gap Coverage Amended - 5 One Occurrence Comprehensive Coverage Deductible Per Amended 6 Notice of and Knowledge of Occurrence Amended 7 Blanket Waiver of Subrogation • Amended as re•uired b written contract) 7 Unintentional Errors or Omissions Amended 7 MentalAnguish—BodiIylnuedefined Amended _ 7 • Coverage extensions under this endorsement only apply in the event that no other specific coverage for these extensions is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted in this endorsement. Any deductible listed in the Auto Declarations Page will apply -unless specific deductible provisions are set forth under a coverage enhancement below. 7 I Page1of7 .� O 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. _ PI-CA-001 (09/15) I. LIABILITY COVERAGE EXTENSIONS A. Who Is An Insured SECTION II— LIABILITY COVERAGE, A. Coverage, 7. Who Is An Insured is amended by adding the following: The following are also "insureds": 1. Board Members —Board members (or their spouses) while renting a vehicle while on business for the named insured. 2. Newly Acquired Entities —Any 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 the acquisition or the formation of the business entity. 3. Designated Insured — Any person or organization designated by the "insured" is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in SECTION it of the Coverage Form. 4. Lessor of Leased Autos — The lessor of a "leased auto" is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. Any "leased auto" in the policy schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. The coverages provided under this endorsement apply to any "leased auto" in the policy schedule until the expiration date of the lease, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B. Cost of Bail Bonds SECTION II — LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (2) is deleted in its entirety and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not• have to furnish these bonds. C. Reasonable Expenses SECTION II — LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (4) is deleted in its entirety and replaced with the following: , i Page 2 of 7 O 2015 Philadelphia Indemnify Insurance Company 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-OO1 (09/15) • (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. D. Fellow Employee Coverage SECTION II — LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee is deleted in its entirety and replaced by the following: "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course.of the fellow "employee's" employment or while performing duties related to the conduct of your business. However, this exclusion does not, apply to any manager or officer of your company. II. PHYSICAL DAMAGE COVERAGE EXTENSIONS A. Towing SECTION III —PHYSICAL DAMAGE COVERAGE, A. Coverage, 2. Towing is deleted in its entirety and replaced With the following: 2. Towing We will pay up to $100 for towing and labor costs incurred each time a covered "auto" is disabled. However, thelabor must be performed'at the place of disablement. No deductible applies to this enhancement. • • • B. Glass Breakage SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass.Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles is amended by adding the following: No deductible applies to "loss" to glass used in the windshield or windows. C. Transportation Expenses SECTION III —PHYSICAL DAMAGE COVERAGE, A. Coverage,4. Coverage Extensions, a. Transportation Expenses is deleted in its entirety and replaced. with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expenses incurred by you because of a "loss" to a covered "auto." We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the "loss" and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss." D. Hired Auto Physical Damage —Loss of Use The last sentence of SECTION III — PHYSICAL DAMAGE COVERAGE, A.Coverage, 4. Coverage Extensions, b. Loss of Use Expenses is deleted in its entirety and replaced with the following: - However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $1,000.. Page3of7 O 2015 Philadelphia Indemnity Insurance Company 'Includes copyrighted material of Insurance Services Office, Inc., with its permission. • r E: ;Hired Auto Physical Damage • • • PI-CA-OO1 (09/15) SECTION III —PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following extension: Hired Auto Physical damage • • Any "auto" you lease, hire, rent or borrow from someone other than your "employees" or partners, or members'of their household is a covered "auto" for each of your physical damage coverages. The most we will pay for any "loss" in any one "accident" is the ACV or the cost for repair or replacement of the vehicle, whichever is less. For each covered "auto" our obligation to pay will be reduced bya deductible of $500 for Comprehensive Coverage and $1000 for CoI!ision Coverage. F. Personal Effects Coverage • • SECTION III —PHYSICAL DAMAGE COVERAGE, A. Coverage, 411 Coverage Extensions is amended by adding the following extension: Personal Effects Coverage • • We will pay up to $500 for "loss" to personal effects, which are:. 1. Owned by an "insured"; and 2. In or on your covered "auto." This coverage applies only in the event of the total theft of your covered "auto." No deductible 'applies to this coverage. G. Rental Reimbursement • SECTION III — PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following extension: Rents[ Reimbursement Coverage • We will pay up to $100 per day, for up to 30 days, for rental reimbursement expenses incurred by you for the yental of an "auto" because of "loss" to a covered "auto." We will also pay up to $300 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered "auto." If "loss" results from the total theft of a covered "auto," we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Item III: C. Transportation Expenses of this endorsement. H. Accidental Discharge — Airbag Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 3, is amended by adding the following exception: r 1 I 1 Page 4 of 7 O 2015 Philadelphia Indemnity Insurance Company lncludes copyrighted material of Insurance Services Office, Inc., with its permission. F PlCA-OO1 (09/15) k This exclusion does .not apply to the accidental discharge of an airbag. This coverage is excess of any other collectible insurance or warranty. No deductible applies to this coverage. rt I. Electronic Equipment Coverage The following supersedes anything to the contrary in SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 4. Exclusions 4.c. and 4.d. do not apply to: 4 Any risk management or monitoring equipment and electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss" or the equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss," and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto." • The most we will pay for all "loss" to risk management or monitoring equipment, audio, visual or data electronic equipment that is not designed solely for the reproduction of sound and any accessories used with this equipment as a result of any one "accident" is the least of: a. The actual cash value of the damaged or stolen property at the time of the "loss"; b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or C. $1,000. This coverage will not apply if there is other insurance provided by this policy for the above - described electronic equipment. We wiIl, however, pay any deductible, up to $500, thatis applicable under the provisions of the other insurance. J. Original Equipment Manufacturer (OEM) Parts Replacement SECTION III —PHYSICAL DAMAGE COVERAGE, C. Limit of Insurance, Paragraph 1. is. amended to include: However, if the covered "auto" has less than 20,000 miles on its odometer:then the following condition will apply: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new original Equipment Manufacturer replacement parts if the damaged parts cannot be repaired. K. Auto Loan' 1 Lease Gap Protection SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit of Insurance is amended to include the following: 4. In the event of "loss" to a covered "auto" that is loaned or leased to an "insured": . The most we will, pay for "loss" in any one "accident" is the lesser of: Page 5 of 7 O 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CAMOI (09/15) (1) The actual cash Kafue of the damaged or stolen property as of the time of the "loss"; or 4 (2) The cost of repairing or replacing the damaged or stolen property with other' property �f like, kind and: quality. b. Our Limit of insurance for "total loss" will bethe greater of: 4 (1) 'The balance due under the terms of the lease or loan, to which your "auto" is subject but not including: (a) Past due payments; (b) Financial penalties imposed under the lease; (c) Security deposits not refunded; (d) Costs for extended warranties or insurance; or; (e) Final payment due under a "balloon loan"; or (2) Actual cash value of the stolen or damaged property. An adjustment for depreciation and physical condition will be made in determiningactual cash value at the time of "loss." c. Additional Definitions (1) "Total loss" for the purpose of this coverage, means a loss in which the estimated cost of repairs, plus the salvage value, exceeds the actual cash value. (2) "Balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the Ioan,.thereby requiring a large final payment. d. Additional Conditions This coverage will apply only to the original lease or loan written on your covered "auto." In order for this coverage to apply, leased "autos" must be leased or rented to youurider a leasing or rental agreement; for a period of not less than six months, which requires you to provide direct primary insurance for the benefit of the lessor. L. One Comprehensive Coverage Deductible SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: Only one Comprehensive Coverage Deductible per occurrence will apply to any "loss" resulting from a covered peril. For the purpose of this extension, occurrence means a single incident, including continuous or repeated exposure to substantially the same general harmful conditions within a 24-hour period. -Page6of7 0 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of -Insurance Services Office, Inc., with its permission. • 111. BUSINESS AUTO CONDITIONS • A. Notice and Knowledge of Occurrence' PI-CA-OO1 (09/15) 1 , � .SECTION IV —BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, Paragraph a. is deleted in its entirety and replaced with the following: a. In the event of "accident," claim, "suit" or "loss," you must giveus, or our authorized representative, .prompt notice of the "accident" or "loss." IncIude: (1) How, when and where the "accident" or "loss" occurred; • (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Yourduty to give us or our authorized representative prompt notice of the "accident" or "loss" applies on!y when the "accident" or "loss" is known to: (1). You, if you are an individual;. (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. B. Blanket Waiver Of Subrogation 1' SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of • ' Recovery Against Others To Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization because �f payments we make for "bodily injury" or "property damage" arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract." • C. Unintentional Errors or Omissions • 'SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment, Misrepresentation, Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation ornon-renewal: IV. DEFINITIONS. A. Mental Anguish • • SECTION V — DEFINITIONS, C. "Bodily injury" is amended by adding the following: "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease. 1 1 Page 7 of 7 CI 2015 Philadelphia Indemnity Insurance Company includes copyrighted material of Insurance Services Office, Inc., with its permission. • • PI-GLOO5 (07/12) THISENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON'CONTRIBUTORY INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Effective Date: 09/01/2016 Name of Person or Organization.(Additional Insured): Blanket Where Required By Contract 1 SECTION [I —WHO IS AN INSURED is amended to include as an additional insuredthe person(s) or organization(s) shown in the endorsement Schedule, but only with respect to liability for "bodily injury'," "properly damage" or"personal and advertising injury" arising out of or relating to your negligence in the performance of "your work" for such person(s) or organization(s) that occurs on or after the effective date shown in the endorsement Schedule. This insurance is primary to and non-contributory with any other insurance maintained by the person or organization (Additional Insured), except for loss resulting from the sole negligence of that personor organization. This condition applies even if othervalid and collectible insurance is available to the Additional Insured for a loss or "occurrence" we cover for this Additional Insured. The Additional Insured's limits of insurance do not increase our limits of insurance, as described in SECTION III —LIMITS OF INSURANCE. All other terms, conditions, and exclusions under the policy are applicable to this endorsement and remain unchanged. � Pagel of I Includes copyrighted material of Insurance Services office, Inc., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY - , WC 04 03 06 (Ed. 4-84) • WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT— CALIFORNIA 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.theperson or organization named in the Schedule: (This agreement appliesonly'to the extent that you per- form work under a written contract that requires you to obtain this agreement from us.) , You must maintain payroll. records accurately segregating the remuneration of your employees while_ engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0.020 % of the California -workers' compensation premium otherwise due on such remuneration. • . Schedule • Person or Organization Blanket Waiver of Subrogation required by written Job Description contract. • ■ • i • This endorsementchanges the policy to which it is attached and is. effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.] Endorsement Effective Date: 0 6 /30/2021 Policy No. SAT I S 0022601 Policy Effective Date: 06/30/2021 to 06/30/2022 Insured: Alpha Project • for the Homeless (a Corp. ) DBA: Carrier Name / Code: Service American Indemnity Company Countersigned by . Endorsement No. Premium $ WC 04 03 06 (Ed. 4-84) Page 1 of 1