Loading...
HomeMy WebLinkAbout25-151 General Fund Human Service Grants Program with Catholic Charities of Santa Clara1 GENERAL FUND HUMAN SERVICE GRANTS PROGRAM CITY/NON-PROFIT CONTRACT (Services Only) This General Fund Human Services Grants Program City/Non-Profit Contract (the "Contract") is entered into between the CITY OF CUPERTINO, a political subdivision of the State of California (hereinafter “CITY”), and CATHOLIC CHARITIES OF SANTA CLARA COUNTY, a non-profit public benefit corporation (the "CORPORATION"). The allocation of funds pursuant to this Contract will be a grant. CITY approved the allocation and disbursement of General Fund Human Service Grants ("HSG") funds to CORPORATION on July 1, 2025. WITNESSETH WHEREAS, CITY has reserved a portion of its HSG funds to be used on activities that benefit Cupertino’s residents; and, WHEREAS, CITY has agreed to the use by CORPORATION of a portion of CITY’S HSG budget for the Program (as described below) to be operated within CITY for the benefit of low and very low-income households; NOW, THEREFORE, the parties agree as follows: I. Program CITY agrees to allocate a portion of its current HSG funds to CORPORATION, in the sum of Eleven Thousand Dollars and No cents ($11,000) (the "Grant") for the purpose of implementing the CORPORATION'S program, as more particularly described in Exhibits A-E to the Contract (the "Program"), and said Exhibits set forth below, as they may be amended or modified, are attached to this Contract and incorporated herein by reference. Exhibit A: Program Description Exhibit B: Program Work Plan Exhibit C: Proposed Implementation Timeline Schedule Exhibit D: Program Budget Exhibit E: Basic Insurance and Bond Requirements For Non-Profit Contracts II. TERM A. The purpose of this Contract is for the CITY to disburse the Grant for eligible activities. B. The initial term of this Contract (the "Term") will begin on July 1, 2025 and will end on June 30, 2026, unless otherwise amended or terminated earlier pursuant to Section VII or Section VIII of this Contract. The Term of this Contract may be extended two (2) times, each for an additional one (1) year period, for a total Term of up to three (3) years; provided, however, 2 neither party is obligated to extend the initial Term. If the Term is extended, the subsequent Term shall commence on 12:00 am on the first day immediately following the last day of the current Term provided that the CITY and the CORPORATION have entered into a written amendment to this Contract providing for: (i) such extension of the Term, (ii) the amount of HSG funds allocated for such extended Term; and (iii) an update to the Project Budget, Program Work Plan, and Program Description (as applicable), in accordance with Article XVI of this Contract. Notwithstanding anything to the contrary in this Contract, CORPORATION acknowledges that CITY has only committed the funding of HSG funds for the initial Term, and CITY's obligation to enter into an amendment extending the Term or to fund any subsequent HSG funds to the CORPORATION in any subsequent year is wholly contingent on the satisfaction of the following condition precedent for each subsequent year: (i) the allocation and appropriation by the City Council of the CITY for the funding of the Grant in any subsequent year, in accordance with the CITY's standard process and procedure for approving the annual budget of the CITY. If such condition precedent is not satisfied for any reason prior to the expiration of the then existing Term, then this Agreement shall automatically terminate upon the expiration of the Term. Upon such termination, CITY shall have no further obligation to fund any portion of the HSG funds, and the CORPORATION releases CITY for any and all claims related to such termination. In no event shall the failure to enter into any amendment extending the Term of this Contract, be considered a breach or default by CITY under this Contract. In the event of any conflict between the terms of this provision and any other provision in this Contract, the terms of this provision shall control. III. ADDITIONAL YEAR RENEWAL OPTIONS In the event the Term of this Contract is amended, in accordance with Article II, above, the CORPORATION shall submit to CITY current proof of insurance satisfying the requirements set forth in Exhibit E. IV. OBLIGATIONS OF CORPORATION A. Organization of CORPORATION. CORPORATION shall: 1. Provide CITY with copies of the following documents, evidencing filing with the appropriate governmental agency: a) Its Articles of Incorporation under the laws of the State of California; b) A copy of the current Bylaws of CORPORATION; c) Documentation of its Internal Revenue Service non-profit status; d) Names and addresses of the current Board of Directors of CORPORATION; and, e) An adopted copy of CORPORATION'S personnel policies and procedures. 3 2. During the Contract Term, immediately report any changes, subsequent to the date of this Contract, in CORPORATION'S Articles of Incorporation, Bylaws, Board of Directors, personnel policies and procedures, or tax exempt status to CITY. 3. Maintain no member of its Board of Directors as a paid employee, agent, independent contractor, or subcontractor under this Contract. 4. Open to the public meetings of its Board of Directors, if required by California's open meeting laws, except meetings, or portions thereof, dealing with personnel or litigation matters or as otherwise provided by law. 5. Keep minutes of all its regular and special meetings. 6. Comply with all provisions of California and Federal Non-Profit Corporation Laws. 7. Provide to the CITY a copy of a resolution authorizing the CORPORATION's execution of this Contract. The CORPORATION hereby warrants to the CITY that this Contract is a legal, valid, and binding obligation of the CORPORATION enforceable in accordance with its terms, and that the execution and delivery of this Contract and the performance of the CORPORATION's obligations have been duly authorized by the CORPORATION. B. Program Performance by CORPORATION. CORPORATION shall: 1. Conduct the Program within the City of Cupertino, for the purpose of benefiting low and very low-income households. 2. File quarterly reports on the type and number of services rendered through the operation of the Program, and a description of the beneficiaries of these services, and which reports will evaluate the manner in which the Program is achieving its objectives and goals according to the standards established by CITY. The progress reports will be due ten (10) days after the close of each reporting period and must cover the three (3) months immediately preceding the date on which the report is filed. 3. Coordinate its services with other existing organizations providing similar services in order to foster community cooperation and to avoid unnecessary duplication of services. 4. Seek out and apply for other sources of revenue in support of its operation or services from local, state, federal and private sources and, in the event of receipt of such award, inform CITY within ten (10) days. 5. Include an acknowledgement of CITY funding and support on CORPORATION stationery and on all appropriate program-related publicity and publications using words to the effect: "funded in whole or in part by the City of Cupertino General Funds." 4 C. Fiscal Responsibilities of CORPORATION. CORPORATION shall: 1. Appoint and submit the name of a fiscal agent who will be responsible for the financial and accounting activities of CORPORATION, including the receipt and disbursement of CORPORATION funds. The CITY must immediately be notified in writing of the appointment of any new fiscal agent and that agent's name. 2. If the Term of this Contract is extended by an amendment for an additional fiscal year, submit a satisfactory audit within one hundred fifty (150) days of CORPORATION's fiscal year encompassed by the current year of this Contract. 3. Document all Program costs by maintaining records in accordance with Section IV, Paragraph D below. 4. Submit to the CITY, based on an agreed upon schedule, a request for payment, together with all supporting documentation. Invoices requesting disbursements submitted after the expiration of the Contract will be honored only for eligible charges incurred during the Contract Term. All invoices must be submitted by the Contract expiration date or within such other time period specified by the CITY for this Contract Term. Funds not disbursed will be returned to the City for future reallocation. 5. Certify current and continuous insurance coverage, subject to CITY approval and in accordance with requirements as outlined in Exhibit E and provide a current insurance certificate evidencing such coverage. 6. Deliver to the CITY a copy of the resolution authorizing CORPORATION's execution of this Contract. 7. Items 4 through 6 above are express conditions precedent to disbursement of any CITY funding and failure to comply with these conditions will, at discretion of CITY, result in suspension of funding or termination of this Contract. 8. If CORPORATION does not use the Grant funds in accordance with the requirements of this Contract, CORPORATION is liable for repayment of all disallowed costs. Disallowed costs may be identified through audits, monitoring or other sources. CORPORATION is required to respond to any adverse findings, which may lead to disallowed costs subject to provisions of OMB Circular A-122, "Cost Principles for Non-Profit Organizations." D. Establishment and Maintenance of Records. CORPORATION shall: 1. Maintain complete and accurate records of all its transactions including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, bank statements, client statistical records, personnel, property and all other pertinent records sufficient to reflect properly (a) all direct and indirect costs of whatever nature claimed to have been 5 incurred or anticipated to be incurred to perform this Contract or to operate the Program, and (b) all other matters covered by this Contract. 2. Maintain client data demonstrating client eligibility for services provided in connection with the Program. Such data will include, but not be limited to, client name, address, income level or other basis for determining eligibility, and description of service provided. Such information will be made available to CITY monitors for review upon request. E. Preservation of Records. CORPORATION will preserve and make available its records: 1. Until five (5) years following date of final payment under this Contract, or 2. For such longer period, if any, as is required by applicable law; or 3. If this Contract is completely or partially terminated, the records relating to the work terminated will be preserved and made available for a period of five (5) years from the date of termination. F. Examination of Records and Facilities. At any time during normal business hours, and as often as may be deemed necessary, CORPORATION agrees that the CITY, and/or any duly authorized representatives may until expiration of the later of: (a) five (5) years after final payment under this Contract, (b) five (5) years from the date of termination of this Contract, or (c) such longer period as may be described by applicable law, have access to and the right to examine its plants, offices and facilities used in the performance of this Contract or the operation of the Program, and all its records with respect to the Program and all matters covered by this Contract. CORPORATION also agrees that CITY or any duly authorized representatives will have the right to audit, examine, and make excerpts or transactions of and from, such records and to make audits of all contracts and subcontracts, invoices, payrolls, records of personnel, conditions of employment, materials and all other data relating to the Program and matters covered by this Contract. CORPORATION will be notified in advance that an audit will be conducted. CORPORATION will be required to respond to any audit findings, and have the responses included in the final audit report. The cost of any such audit will be borne by CITY. G. Compliance with Law. CORPORATION will become familiar and comply with and cause all its subcontractors, independent contractors, and employees, if any, to become familiar and comply with all applicable federal, state and local laws, ordinances, codes, regulations and decrees. H. Suspension and Termination. If CORPORATION materially fails to comply with any term of this Contract, CITY may suspend or terminate the Contract in whole or in part. In no event shall any payment by CITY hereunder constitute a waiver by CITY of any breach of this Contract or any default, which may then exist on the part of CORPORATION, nor shall such payment impair or prejudice any remedy available to CITY with respect to the breach or default. CITY expressly reserves the right to demand of CORPORATION the repayment to the CITY of any funds disbursed to CORPORATION under this Contract, which were not expended in 6 accordance with the terms of this Contract, and CORPORATION agrees to promptly refund any such funds upon demand. Notwithstanding the above, CORPORATION shall not be relieved of liability to CITY for damages sustained by CITY or others by virtue of any breach of the Contract by CORPORATION, and CITY may withhold any payments to the CORPORATION for the purpose of set off until such time as the exact amount of damages due CITY from CORPORATION is determined. I. Reversion of Assets. Upon expiration or termination of this Contract, the CORPORATION will transfer to the CITY any Grant funds on hand at the time of expiration and any accounts receivable attributable to the use of such funds. J. Conflict of Interest. In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., except for approved eligible administrative or personnel costs, no person who is an employee, agent, consultant, officer, or any immediate family member of such person, or any elected or appointed official of the CITY who exercises or has exercised any functions or responsibilities with respect to the activities funded by this Contract or who is in a position to participate in a decision-making process may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, during, or at any time after, such person's tenure. CORPORATION shall exercise due diligence to ensure that the prohibition in this Section is followed. Further, no person who is a director, officer, partner, trustee or employee or consultant of CORPORATION, or immediate family member of any of the preceding, shall make or participate in a decision, made by the CITY or a CITY board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or CORPORATION. Interpretation of this section shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090. V. OBLIGATIONS OF CITY A. Method of Payment. During the Term of this Contract, CITY shall disburse the HSG Grant funds to CORPORATION on a reimbursement basis unless otherwise provided herein for all allowable costs and expenses incurred in connection with the Program, not to exceed the total sum set forth in Article I. CITY may, at any time in its absolute discretion, elect to suspend or terminate payment to CORPORATION, in whole or in part, pursuant to this Contract based on CORPORATION'S non-compliance, including, but not limited to, incomplete documentation of expenses, failure to substantially meet goals and objectives as required in Exhibit B ("Program Work Plan"), failure to submit adequate progress reports as required herein or other incidents of non-compliance as described in Section VII, Paragraph B of this Contract or 7 based on the refusal by CORPORATION to accept any additional conditions that may be imposed by City at any time to ensure compliance with the terms of this Contract. VI. PROGRAM COORDINATION A. CITY. The CITY has designated the Senior Housing Coordinator for CITY who will render overall supervision of the progress and performance of this Contract by CITY. B. CORPORATION. As of the date hereof, CORPORATION has designated Greg Kepferle to serve as EXECUTIVE DIRECTOR and to assume overall responsibility for the progress and execution of this Contract. The CITY will be immediately notified in writing of the appointment of a new EXECUTIVE DIRECTOR. C. NOTICES. All notices or other correspondence required or contemplated by this Contract shall be sent to the parties at the following addresses: CITY: Attention: Senior Housing Coordinator Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CORPORATION: 2625 Zanker Road, Ste 200 San Jose, CA 95134 All notices will either be hand delivered or sent by United States mail, registered or certified, postage prepaid. Notices given in such a manner will be deemed received when hand delivered or seventy-two (72) hours after deposit in the United States mail. Any party may change his or her address for the purpose of this section by giving five days written notice of such change to the other party in the manner provided in this section. VII. CONTRACT COMPLIANCE A. Monitoring and Evaluation of Services. Evaluation and monitoring of the Program performance is the mutual responsibility of both CITY and CORPORATION. CORPORATION must furnish all data, statements, records, information and reports necessary for DIRECTOR to monitor, review and evaluate the performance of the Program and its components. CITY will have the right to request the services of an outside agent to assist in any such evaluation. Such services shall be paid for by CITY. B. Contract Noncompliance. If CORPORATION fails to comply with any provision of this Contract; CITY will have the right to require corrective action to enforce compliance with such provision as well as the right to suspend or terminate this Contract. Examples of noncompliance include, but are not limited to: 8 1. If CORPORATION (with or without knowledge) has made any material misrepresentation of any nature with respect to any information or data furnished to CITY in connection with the Program. 2. If there is pending litigation with respect to the performance by CORPORATION if any of its duties or obligations under this Contract, which may materially jeopardize or adversely affect the undertaking of or the carrying out of the Program. 3. If CORPORATION has taken any action pertaining to the Program, which action required CITY approval, and such approval was not obtained. 4. If CORPORATION is in default under any provision of this Contract. 5. If CORPORATION makes illegal use of CITY funds. 6. If CORPORATION submits to CITY any report which is incorrect or incomplete in any material respect. 7. If CORPORATION fails to meet the stated objectives in the Program Work Plan attached as Exhibit B. C. Corrective Action Procedure. CITY, in its absolute discretion and in lieu of immediately terminating this Contract upon occurrence or discovery of noncompliance by CORPORATION pursuant to this Contract, will have the right to give CORPORATION notice of CITY'S intention to consider corrective action to enforce compliance. Such notice must indicate the nature of the non-compliance and the procedure whereby CORPORATION will have the opportunity to participate in formulating any corrective action recommendation. CITY will have the right to require the presence of CORPORATION'S officer(s) and EXECUTIVE DIRECTOR at any hearing or meeting called for the purpose of considering corrective action. In the event that CORPORATION does not implement the corrective action recommendations in accordance with the corrective action timetable, CITY may suspend payments hereunder or terminate this Contract as set forth in Section VIII below. VIII. TERMINATION A. Termination for Cause. CITY may terminate this Contract by providing written notice to CORPORATION, for any of the following reasons: uncorrected Contract non- compliance as defined in Section VII, Paragraph B; CORPORATION is insolvent or in bankruptcy or receivership; a member of the CORPORATION'S Board of Directors or the executive director is found to have committed fraud or; there is reliable evidence that CORPORATION is unable to complete the Program as described in the attached Exhibits. The date of termination will be as specified in the notice. B. Termination for Convenience. In addition to the CITY'S right to terminate for cause set forth in Section VII, either CITY or CORPORATION may suspend or terminate this 9 Contract for any reason by giving thirty (30) days prior written notice to the other party. Upon receipt of such notice, performance of the services hereunder will be immediately discontinued, and CITY shall have no further obligation to fund any portion of the HSG funds, other than any amount incurred by CORPORATION, in accordance with this Contract, prior to such written notice. Upon such termination, CITY shall have no further obligation to fund any portion of the HSG funds (other than for costs incurred by the CORPORATION prior to such notice), and the CORPORATION releases CITY for any and all claims related to such termination. In no event shall CITY's early termination of this Contract, be considered a breach or default by CITY under this Contract. In the event of any conflict between the terms of this provision and any other provision in this Contract, the terms of this provision shall control. C. Return of Funds. In the event that this Contract is terminated, CORPORATON may be required to return funds to the CITY. D. Access to Records. Upon termination of this Contract, CORPORATION must immediately provide CITY access to all documents, records, payroll, minutes of meetings, correspondence and all other data pertaining to Grant made to CORPORATION pursuant to this Contract. IX. PROGRAM INCOME Income generated by the Program, is considered Program Income. CORPORATION will annually report all program income generated by activities carried out with Grant funds made available under this Contract. By way of further limitations, CORPORATION may use such income during the Contract period for activities permitted under this Contract and shall reduce requests for additional funds by the amount of any such program income balance on hand. All unused program income shall be returned to the CITY at the end of the Contract period. X. INDEPENDENT CONTRACTOR This is a Contract by and between independent contractors and is not intended and will not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between CORPORATION and CITY. CORPORATION, including its officers, employees, agents or independent contractors or subcontractors, shall not have any claim under this Contract or otherwise against CITY for any Social Security, Worker's Compensation, or employee benefits extended to employees of CITY. XI. ASSIGNABILITY CITY is entering into this Contract based on the experience, skill, and ability to perform of the CORPORATION. The CORPORATION recognizes that its qualifications and identify are of particular concern to the CITY in view of the CITY's interest in providing services to lower income persons and the CITY's reliance on the unique qualifications of the CORPORATION. Consequently, this Contract may not be assigned to another CORPORATION, person, partnership or any other entity without the prior written approval of CITY. None of the work or services to be performed hereunder may be assigned, delegated or subcontracted to third parties 10 without the prior written approval of CITY, which the CITY may withhold in its sole discretion. Copies of all third party contracts shall be submitted to CITY at least ten (10) days prior to the proposed effective date. In the event CITY approves of any such assignment, delegation or subcontract, CORPORATION shall remain fully liable for all obligations and requirements under this Contract including the performance and any liabilities attaching to the assignees’ actions or omissions. XII. DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION CITY and CORPORATION agree to maintain the confidentiality of any information regarding applicants for services offered by the Program pursuant to this Contract or their immediate families which may be obtained through application forms, interviews, tests, reports from public agencies or counselors, or any other source. Without the written permission of the applicant, such information will be divulged only as necessary for purposes related to the performance or evaluation of the services and work to be provided pursuant to this Contract, and then only to persons having responsibilities under this Contract, including those furnishing services under the Program through approved subcontracts. XIII. HOLD HARMLESS In addition to the indemnity obligations set forth in Exhibit E, "Basic Insurance and Bond Requirements for Non-Profit Contracts", CORPORATION will indemnify and hold harmless the CITY, its employees, agents, and officials, members of boards and commissions, from any and all claims, actions, suits, charges and judgments whatsoever, with respect to any damages, including attorney's fees and court costs, arising out of the failure of the CORPORATION's Program to comply with applicable laws, ordinances, codes, regulations and decrees. XIV. WAIVER OF RIGHTS AND REMEDIES In no event will any payment by CITY constitute or be construed to be a waiver by CITY of any breach of the covenants or conditions of this Contract or any default which may then exist on the part of CORPORATION, and the making of any such payment while any such breach or default will in no way impair or prejudice any right or remedy available to CITY with respect to such breach or default. In no event will payment to CORPORATION by CITY in any way constitute a waiver by CITY of its rights to recover from CORPORATION the amount of money paid to CORPORATION on any item, which is not eligible for payment under the Program or this Contract. XV. NON-DISCRIMINATION CORPORATION will comply with all applicable Federal, State and local laws and regulations including the City of Cupertino's policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code 11 sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CORPORATION will not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor shall CORPORATION discriminate in provision of services provided in this Contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. This non-discrimination provision must be included in CORPORATION's contracts with sub- contractors and vendors when utilizing the Grant funds disbursed for this program. XVI. AMENDMENTS Other than the amendment related to a second year renewal option as stated in Section III. above, amendments to the terms or conditions of this Contract must be requested in writing by a duly authorized representative of the party desiring such amendments, and any such amendment shall be effective only upon the mutual agreement in writing of the parties hereto. Amendments will not invalidate this Contract, nor relieve or release the CITY or the CORPORATION from its obligations under this Contract. XVII. INTEGRATED DOCUMENT This Contract contains the entire agreement between CITY and CORPORATION with respect to the subject matter hereof. No written or oral agreements with any officer, agent or employee of CITY prior to execution of this Contract shall affect or modify any of the terms of obligations contained in any documents comprising this Contract. XVIII. MISCELLANEOUS A. Captions. The captions and section headings used in this Contract are for convenience of reference only, and the words contained herein will, in no way, be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. B. Discretion Retained By CITY. CITY's execution of this Contract in no way limits the discretion of the CITY in the permit and approval process in connection with the Program. C. Exhibits. All Exhibits attached hereto and referred to in this Contract are incorporated herein by this reference as if set forth fully herein. Exhibits are as follows: Exhibit A (Program Description), Exhibit B (Program Work Plan), Exhibit C (Proposed Implementation Time Schedule), Exhibit D (Program Budget), Exhibit E (Basic Insurance and Bond Requirements for Non-Profit Contracts). 12 D. Interpretation. Each party to this Contract has had an opportunity to review the Contract, confer with legal counsel regarding the meaning of the Contract, and negotiate revisions to the Contract. This Contract shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. The parties have read and reviewed this Contract and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including but not limited to Civil Code Section 1654 as may be amended from time to time, or any other state law, or common law principle) shall not apply to the interpretation of this Contract. E. Third-Party Beneficiary. There shall be no third party beneficiaries to this Contract. F. Choice of Law and Venue. This Contract shall be governed by and construed in accordance with California law. Venue shall be Santa Clara County. G. Parties Bound. Except as otherwise limited herein, the provisions of this Contract shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors, and assigns. H. Attorneys' Fees. If any lawsuit is commenced to enforce any of the terms of this Contract, the prevailing party will have the right to recover its reasonable attorneys' fees and costs of suit from the other party. I. Severability. If any Term of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability. J. Authorization. The persons signing below are duly authorized to execute this Contract. K. Multiple Originals; Counterpart. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. [Signatures on following page.] 13 IN WITNESS WHEREOF, the parties have executed this Contract the day and year above written. CORPORATION: CITY: CATHOLIC CHARITIES OF SANTA CITY OF CUPERTINO, a municipal CLARA COUNTY, a California benefit corporation nonprofit public corporation ___________________________________ __________________________________ Don Taylor Date Benjamin Fu Date Chief Executive Officer Director of Community Development APPROVED AS TO FORM AND ATTEST: LEGALITY: ___________________________________ _________________________________ Michael K. Woo Date Kirsten Squarcia Date Senior Assistant City Attorney City Clerk Don Taylor 10/03/2025 10/09/2025 14 EXHIBIT A PROGRAM DESCRIPTION FY 2025/2026 Agency Name: Catholic Charities of Santa Clara County DUNS: Not Applicable (Only for CDBG) Chief Executive Officer: Don Taylor Program Manager: Linda Dominguez Program # (For Office Use Only) 100-72-712 600-623 Street Address: 2625 Zanker Road, Ste 200 City: San Jose State: CA Zip Code: 95134 Telephone number: 408-944-0567 Fax Number: 408-944-0776 Manager E-mail Ldominguez@catholiccharitiesscc. org Name of Program: Long Term Care Ombudsman Program Location: 195 E. San Fernando Street, San Jose, CA 95112 Program Description: Catholic Charities of Santa Clara County (CCSCC) provides the only ombudsman services in Santa Clara County for frail and vulnerable long-term care facility residents, with a focus on low-income elderly individuals. Our Long-Term Care Ombudsman Program (LTCOP) promotes the interest, well-being and rights of such residents who often do not have a voice. Long Term Care (LTC) Ombudsmen protect and help improve the quality of care and life for the frailest of our senior and disabled population, functioning as advocates for the more than 11,000 residents living in long term care facilities in the County. 15 EXHIBIT B PROGRAM WORK PLAN FY 2025/2026 AGENCY NAME: Catholic Charities of Santa Clara County PROGRAM NAME: Long Term Care Ombudsman Objectives Benchmarks for Each Quarter 1st 2nd 3rd 4th TOTAL 60 unannounced site visits to Cupertino LTC Facilities 15 15 15 15 60 Ombudsmen will make contact with 20 unduplicated LTC Residents 5 5 5 5 20 Ombudsmen will investigate and resolve 16 complaints 4 4 4 4 16 Total Beneficiaries 24 24 24 24 96 16 EXHIBIT C PROPOSED IMPLEMENTATION TIMELINE SCHEDULE FY 2025/2026 AGENCY NAME: Catholic Charities of Santa Clara County PROGRAM NAME: Long Term Care Ombudsman Activity Number & Description: Activity # Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun 1. 2. 17 EXHIBIT D PROGRAM BUDGET FY 2025/2026 AGENCY NAME: Catholic Charities of Santa Clara County PROGRAM NAME: Long Term Care Ombudsman Proposed Program Expenses FY 2025-26 Salaries/Benefits/Payroll/Taxes $9,281.00 Office Supplies $46.00 Communication $484.00 Publications/Printing/Advertising Travel Rent/Lease/Mortgage Utilities Insurance $98.00 Equipment Rental/Maintenance Audit/Legal/Professional Services (for CDBG portion only) IT Direct Services (Funding for specific service such as a meal, ride) Awards Indirect Cost/Administration Contracted Services Other $1,091.00 Total Expenses $11,000 18 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party contracting with the City of Cupertino for the direct distribution of HSG funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and program name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers 19 All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate - $2,000,000 c. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit - $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. c. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 20 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. c. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. 21 b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. c. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occurrence/event. c. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. 22 However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. c. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. 08/14/2025 RSC Insurance Brokerage, Inc. 2998 Douglas Blvd Suite 210 Roseville CA 95661 Molly Schouten (503) 408-3925 mschouten@risk-strategies.com Catholic Charities of Santa Clara County 2625 Zanker Rd. San Jose CA 95134 Allied World Surplus Lines Insurance Hamilton Select Insurance Inc Lloyds of London Travelers Casualty and Surety Company of America CL2563073002 A $100,000 SIR Y 03147623 07/01/2025 07/01/2026 1,000,000 50,000 1,000,000 3,000,000 1,000,000 B 0 AMXSHS546482 07/01/2025 07/01/2026 1,000,000 1,000,000 A/C Sexual Misconduct / Professional Liability / Employee Dishonesty 03147623/MR25ADBI/10830477 07/01/2025 07/01/2026 Sexual Misconduct (A+C)$3,000,000 total Professional Liability (A)$1M/$3M Employee Dishonesty (D)$1,000,000 Re: Catholic Charities of SC County 2625 Zanker Rd,#200 Santa Clara, CA 95135; operation of LTC Ombudsman Program to help residents of the City of Cupertino living in long term care facilities. Project #:100-72-712-600-623 Project Name: Long Term Care Ombudsman The City of Cupertino and members of the City Council and the officers, agents and employees of the City of Cupertino, individually and collectively, are named as Additional Insured, per policy language. 30 Days prior written notice of cancellation or reduction in coverage is required to the City of Cupertino. City of Cupertino Community Development Department 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY MMFB 00062 00 (04/2019) Page 1 of 1 ENDORSEMENT NO. 5 – AMEND INSURED PERSONS ADDITIONAL INSUREDS GENERAL LIABILITY COVERAGE ONLY WAIVER OF SUBROGATION This Endorsement, effective at 12:01 a.m. on July 1, 2025, forms part of Policy No. 0314-7623 Issued to Catholic Charities of Santa Clara County Issued by Allied World Surplus Lines Insurance Company In consideration of the premium charged, it is hereby agreed that solely with respect to Claims for which coverage is provided under Insuring Agreement I.B., Section II. Definitions, Subparagraph T. 8. is amended to include the following: The coverage provided is primary to, and shall not contribute with, any other applicable insurance plan, policy or program of self-insurance carried by or applicable to any Additional Insured. Additionally, it is hereby agreed that the ’Insurer s rights of subrogation pursuant to Section IV. Conditions H. of the Policy are waived, solely with respect to the Additional Insureds. All other terms, conditions and limitations of this Policy shall remain unchanged. Authorized Representative MMFO 00002 00 (04/19)Page 6 of 26 5. the handling or treatment of dead bodies, including autopsies, organ donation or harvesting, or other procedures. Q.“Hostile Fire” means a fire which becomes uncontrollable or breaks out from where it was intended to be contained; provided that Hostile Fire shall not include any fire that originated at any site operating as a waste disposal facility or waste storage facility. R.“Insured” means any of the following: 1. any Insured Entity; and 2. any Insured Person. S.“Insured Entity” means the Named Insured and any Subsidiaries, and the organization(s) listed in Schedule A. T.“Insured Person” means: 1. any Employee of an Insured Entity, but only while acting within the scope of his/her duties as such; 2. any Employed Physician of an Insured Entity, if listed in Schedule B, but only while acting within the scope of his/her duties as such; 3. as respects Insuring Agreement I.A., any natural persons who are independent contractors retained by the Insured to provide Healthcare Professional Services, but only while providing services pursuant to a written contract or agreement with Insured, provided that independent contractors shall not include physicians. 4. any Volunteer or person enrolled as a student in a formal training program offered by the Insured of any Insured Entity, but only while acting within the scope of his/her duties as such; 5. any member of a duly authorized board or committee of an Insured Entity, any person communicating information to such board or committee, or any person charged with the duty of acting as a hearing officer or agent of such committee or executing directives of any such board or committee; provided, however, that any such person shall only be an Insured Person while acting within the scope of his/her duties as such; 6. any of the Insured Entities’ medical directors, administrators, department heads or chiefs of staff, who are not Employees, while acting within the scope of their duties as such; provided, however, that such person shall not be an Insured Person for Claims arising out of direct Patient care rendered or allegedly failed to be rendered by him/her; 7. any member or partner of a joint venture or partnership, which joint venture or partnership is specifically designated as such in Schedule A, but only with respect to such member or partner’s liability arising out of such designated joint venture or partnership; 8. any person or entity with whom / which the Insured Entity has a written agreement, effective during the Policy Period, to provide such person or entity insured status under this Policy (each , an “Additional Insured”), but solely with respect to liability imposed or sought to be imposed on such Additional Insured as a result of the acts, errors or omissions of an original Insured committed or allegedly committed subsequent to the execution of such agreement and for which this Policy provides coverage; provided, that: (a) no coverage will be available under this Policy for that portion of any Loss or Defense Expenses for Policy No. 0314-7623Effective 7/1/2025 - 7/1/2026 MMFO 00002 00 (04/19)Page 7 of 26 any Claim against an Additional Insured based upon or arising out of any actual or alleged independent act or direct liability of such Additional Insured; and (b) an Additional Insured’s status as an Insured under this Policy shall immediately terminate when the Insured’s agreement to provide such status terminates; 9. any person leased to the Insured by a labor leasing firm under an agreement between the Insured and the labor leasing firm (each, a “leased worker”), but only while providing services pursuant to a written agreement with the Insured and while each leased worker is acting within the scope of his/her duties; or 10. any temporary worker who is furnished to the Insured to substitute for a permanent Employee on leave or to meet seasonal or short-term workload conditions. Solely with respect to Insuring Agreement I.A., Insured Person shall also mean, in the event of the death, incapacity, or bankruptcy of an Insured Person, the estates, heirs, legal representatives and/or assigns of such Insured Person. U.“Insured’s Products” means: 1. goods or products manufactured, sold, handled or distributed by: a. an Insured Entity; b. others trading under the name of an Insured Entity; or c. a person or organization whose assets an Insured Entity has acquired in accordance with Section IV. J.; and 2. containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Insured’s Products does not mean vending machines, or other property rented to or located for the use of others but not sold. V.“Insured’s Work” means: 1. work or operations performed by any Insured or on an Insured Entity’s behalf; and 2. materials, parts or equipment furnished in connection with such work or operations; but only in connection with the provision of Healthcare Professional Services by the Insureds. W.“Insurer” means the Company identified in the Declarations. X.“Loss” means any monetary amount paid on account of an award, judgment or settlement, including punitive and exemplary damages where insurable by law, in excess of the applicable Deductible or self-insured retention, if any, stated in Item 4. of the Declarations which the Insured is legally obligated to pay as a result of a Claim. However, Loss shall not include: 1. the multiplied portion of multiplied damages; 2. salaries, remuneration, overhead, fees or benefit expenses of any Insured; Policy No. 0314-7623Effective 7/1/2025 - 7/1/2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/29/2025 (SM)Heffernan Insurance Brokers 1820 Gateway Drive,Suite 330 San Mateo CA 94404 HIB Cert Team 650-842-5200 650-842-5201 hibcertrequest@HeffINS.com License#:0564249 Church Mutual Insurance Company,S.I.18767 CATHCHA-26 QBE Specialty Insurance Company 11515CatholicCharitiesofSantaClaraCounty 2625 Zanker Rd Ste 200 San Jose CA 95134 234512202 A 1,000,000 X X X Y Y 09-907733 7/1/2025 7/1/2026 Comp/Coll Deductible 2,000 A XY07-907736 7/1/2025 7/1/2026 DED:NONE 1,000,000 1,000,000 1,000,000 B Cyber Liability CEL-P001-7394579982-00 7/1/2025 7/1/2026 Aggregate 2,000,000 Re:Project #100-72-712-600-623,Long Term Care Ombudsman,Catholic Charities of SC County 2625 Zanker Rd.,#200,Santa Clara,CA 95135;operation of LTC Ombudsman Program to help residents of the City of Cupertino living in long term care facilities.The City of Cupertino and members of the City Council and the officers,agents,and employees of the City of Cupertino,individually and collectively,are included as additional insured (primary and non-contributory) on the Automobile Liability policy per the attached endorsements,if required.Waiver of Subrogation is included on Automobile Liability and Workers Compensation policies per the attached endorsements,if required.30-day Notice of Cancellation is included on the Automobile Liability and Workers Compensation policies,if required.The Cancellation Notice endorsements for the Automobile Liability and Workers Compensation policies and if approved will be forwarded when received.This certificate supersedes and replaces any previously issued certificate. City of Cupertino Community Development Department 10300 Torre Avenue Cupertino,CA 95014-3202 COMMERCIAL AUTO CA 00 01 10 13 CA 00 01 10 13 Page 1 of 12 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V – Definitions. SECTION I – COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 2 3 4 5 6 7 8 9 Page 2 of 12 CA 00 01 10 13 19 B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II – COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. CA 00 01 10 13 Page 3 of 12 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 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. (3) The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed, we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. Page 4 of 12 CA 00 01 10 13 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or (2) Performing the duties related to the conduct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises. 5. Fellow Employee "Bodily injury" to: a. 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; or b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or transported by the "insured" or in the "insured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" resulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto"; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" resulting from the movement of property by a mechanical device (other than a hand truck) unless the device is attached to the covered "auto". 9. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment"; or b. Machinery or equipment that is on, attached to or part of a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. Your work includes warranties or representations made at any time with respect to the fitness, quality, durability or performance of any of the items included in Paragraph a. or b. above. Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed; (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site; or (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. CA 00 01 10 13 Page 5 of 12 Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts if: (1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising directly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 13. Racing Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being prepared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit Of Insurance for Covered Autos Liability Coverage shown in the Declarations. Page 6 of 12 CA 00 01 10 13 All "bodily injury", "property damage" and "covered pollution cost or expense" resulting from continuous or repeated exposure to substantially the same conditions will be considered as resulting from one "accident". No one will be entitled to receive duplicate payments for the same elements of "loss" under this Coverage Form and any Medical Payments Coverage endorsement, Uninsured Motorists Coverage endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage Part. SECTION III – PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "auto's" collision with another object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or derailment of any conveyance transporting the covered "auto". c. Collision Coverage Caused by: (1) The covered "auto's" collision with another object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Declarations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. 3. Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the following under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" collision or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day, to a maximum of $600, for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicates that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes Of Loss only if the Declarations indicates that Specified Causes Of Loss Coverage is provided for any covered "auto"; or CA 00 01 10 13 Page 7 of 12 (3) Collision only if the Declarations indicates that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or resulting from any of the following. Such "loss" is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the "loss". a. Nuclear Hazard (1) The explosion of any weapon employing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioactive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 2. We will not pay for "loss" to any covered "auto" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being prepared for such a contest or activity. 3. We will not pay for "loss" due and confined to: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road damage to tires. This exclusion does not apply to such "loss" resulting from the total theft of a covered "auto". 4. We will not pay for "loss" to any of the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. b. Any device designed or used to detect speed-measuring equipment, such as radar or laser detectors, and any jamming apparatus intended to elude or disrupt speed-measuring equipment. c. Any electronic equipment, without regard to whether this equipment is permanently installed, that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in Paragraph c. above. 5. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: a. Permanently installed in or upon the covered "auto"; b. Removable from a housing unit which is permanently installed in or upon the covered "auto"; c. An integral part of the same unit housing any electronic equipment described in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system . 6. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Limits Of Insurance 1. The most we will pay for: a. "Loss" to any one covered "auto" is the lesser of: (1) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (2) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. b. All electronic equipment that reproduces, receives or transmits audio, visual or data signals in any one "loss" is $1,000, if, at the time of "loss", such electronic equipment is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; Page 8 of 12 CA 00 01 10 13 (2) Removable from a permanently installed housing unit as described in Paragraph b.(1) above; or (3) An integral part of such equipment as described in Paragraphs b.(1) and b.(2) above. 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV – BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will state separately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compliance with the following duties: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident" or "loss". Include: (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. b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's" own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. c. If there is "loss" to a covered "auto" or its equipment, you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the "loss" before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us under this Coverage Form until: a. There has been full compliance with all the terms of this Coverage Form; and b. Under Covered Autos Liability Coverage, we agree in writing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment after trial. No one has the right under this policy to bring us into an action to determine the "insured's" liability. CA 00 01 10 13 Page 9 of 12 4. Loss Payment – Physical Damage Coverages At our option, we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a material fact concerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee – Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. Page 10 of 12 CA 00 01 10 13 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere in the world if a covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us applies to the same "accident", the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. SECTION V – DEFINITIONS A. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer designed for travel on public roads; or 2. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or 2. Any claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". CA 00 01 10 13 Page 11 of 12 Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or perceived loss in market value or resale value which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". G. "Insured" means any person or organization qualifying as an insured in the Who Is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. "Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; 4. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; 5. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; or 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement: a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; b. That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; or c. That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. I. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". J. "Loss" means direct and accidental loss or damage. K. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; Page 12 of 12 CA 00 01 10 13 4. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers; 5. Vehicles not described in Paragraph 1., 2., 3. or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well-servicing equipment; or b. Cherry pickers and similar devices used to raise or lower workers; or 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not construction or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting or well-servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. M. "Property damage" means damage to or loss of use of tangible property. N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or "property damage"; or 2. A "covered pollution cost or expense"; to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the "insured" must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" m eans a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. P. "Trailer" includes semitrailer. 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 the person or organization named in the Schedule. (This agreement applies only 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 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description WC 04 03 06 (Ed. 4-84) (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement No.Endorsement Effective Date:Policy No. Carrier Name / Code: Policy Effective Date:Premium $ Insured: DBA: Countersigned by Page of PER POLICY CONTRACT 1.00 07-907736 Church Mutual Insurance Company, S.I. CATHOLIC CHARITIES OF SANTA CLARA COUNTY 07/01/2025 07/01/2025 to 07/01/2026 1 1 MMFO 00002 00 (04/19)Page 1 of 26 THIS POLICY PROVIDES BOTH CLAIMS MADE AND REPORTED AND OCCURRENCE COVERAGE BASED ON THE APPLICABLE INSURING AGREEMENT, AND CONTAINS MULTIPLE INSURING AGREEMENTS WHICH MAY BE SUBJECT TO SEPARATE LIMITS OF LIABILITY. THE PAYMENT OF DEFENSE EXPENSES WILL NOT REDUCE OR EXHAUST THE LIMITS OF LIABILITY UNDER THIS POLICY, WITH THE EXCEPTION OF THE COVERAGE AVAILABLE UNDER SECTION I.D. OF THIS POLICY, PURSUANT TO WHICH DEFENSE EXPENSES SHALL REDUCE AND EXHAUST THE APPLICABLE LIMITS OF LIABILITY. DEFENSE EXPENSES WILL REDUCE AND EXHAUST THE MAXIMUM AGGREGATE LIMIT OF LIABILITY FOR ALL CLAIMS UNDER ALL INSURING AGREEMENTS. DEFENSE EXPENSES ARE APPLIED AGAINST THE DEDUCTIBLE. PLEASE READ THE ENTIRE POLICY CAREFULLY. In consideration of the payment of the premium and in reliance upon all statements made and information furnished to the Insurer, including the statements made in the Application, the Insurer and the Insured, subject to all of the terms, conditions and limitations of this Policy and any endorsements thereto, agree as follows: I. INSURING AGREEMENTS A. CLAIMS MADE PROFESSIONAL LIABILITY The Insurer will pay on behalf of the Insured, Loss in excess of the Deductible stated in Item 4(a) of the Declarations and subject to the Limits of Liability set forth in Item 3(a) of the Declarations, which the Insured becomes legally obligated to pay as a result of a Claim alleging a Medical Incident, provided always that: 1. such Medical Incident takes place on or after the Retroactive Date stated in Item 5(a) of the Declarations and before the end of the Policy Period; 2. such Claim is first made against the Insured during the Policy Period or any applicable Extended Reporting Period; 3. notice of such Claim is given to the Insurer in accordance with Section IV.B. of this Policy; and 4. such Medical Incident takes place in the Coverage Territory. In addition to the Limits of Liability, the Insurer will have the right and duty to defend any such Claim brought against the Insured, and will do so even if any of the allegations of the Claim are groundless or false. B. OCCURRENCE-BASED GENERAL LIABILITY The Insurer will pay on behalf of the Insured, Loss in excess of the Deductible stated in Item 4(b) of the Declarations and subject to the Limits of Liability set forth in Item 3(b) of the Declarations, which the Insured becomes legally obligated to pay as a result of a Claim alleging: Miscellaneous Medical Facilities Professional and General Liability Insurance Policy MMFO 00002 00 (04/19)Page 2 of 26 1.Bodily Injury or Property Damage, Products Completed Operations Hazard or Fire Damage caused by an Occurrence that takes in the Coverage Territory and place during the Policy Period; or 2.Personal or Advertising Injury caused by an act that takes place in the Coverage Territory and during the Policy Period provided always that notice of such Claim is given to the Insurer in accordance with Section IV.B. of this Policy. In addition to the Limits of Liability, the Insurer will have the right and duty to defend any such Claim brought against the Insured, and will do so even if any of the allegations of the Claim are groundless or false. C. CLAIMS MADE EMPLOYEE BENEFITS LIABILITY The Insurer will pay on behalf of the Insured, Loss, in excess of the Deductible stated in Item 4(c) of the Declarations and subject to the Limits of Liability set forth in Item 3(c) of the Declarations, which the Insured becomes legally obligated to pay as a result of a Claim alleging injury to an Employee, or any other individual entitled to a benefit under an Employee Benefit Program, because of an act, error or omission in the Insured’s Administration of its Employee Benefit Program; provided always that: 1. such act, error or omission takes place on or after the Retroactive Date stated in Item 5(b) of the Declarations and before the end of the Policy Period; 2. such Claim is brought by an Employee or other individual as described above, and first made against the Insured during the Policy Period or any applicable Extended Reporting Period; 3. notice of such Claim is given to the Insurer in accordance with Section IV.B. of this Policy; and 4. such Claim takes place in the Coverage Territory. In addition to the Limits of Liability, the Insurer will have the right and duty to defend any such Claim brought against the Insured, and will do so even if any allegations of the Claim are groundless or false. D. CLAIMS MADE SEXUAL MISCONDUCT The Insurer will pay on behalf of the Insured, Defense Expenses only, in excess of the Deductible stated in Item 4(d) of the Declarations and subject to the Limits of Liability set forth in Item 3(d) of the Declarations, which the Insured becomes legally obligated to pay as a result of a Claim alleging Sexual Misconduct by an Insured and directed towards a Patient, provided always that: 1. such act of Sexual Misconduct takes place on or after the Retroactive Date stated in Item 5(c) of the Declarations and before the end of the Policy Period; 2. such Claim is brought by a Patient and first made against the Insured during the Policy Period or any applicable Extended Reporting Period; 3. notice of such Claim is given to the Insurer in accordance with Section IV.B. of this Policy; and 4. such Sexual Misconduct takes place in the Coverage Territory. As part of, and not in addition to the Limits of Liability, the Insurer will have the right and duty to defend any such Claim brought against the Insured, and will do so even if any allegations of the Claim are groundless or false. MMFO 00002 00 (04/19)Page 3 of 26 If any Sexual Misconduct is alleged at any stage during a Claim against any Insured or Insureds, all allegations in that Claim which arise out of the same or related professional treatment or relationship will be subject to the Limit of Liability set forth in Item 3(d) of the Declarations. If the Insurer has paid this Limit of Liability, it will no longer have any duty to pay or reimburse Defense Expenses for any Claim involving any Sexual Misconduct. In no event shall the Insurer be obligated to pay Loss in connection with any Claim alleging Sexual Misconduct. II. DEFINITIONS A. “Administration” means: 1. giving advice or counsel to Employees or their beneficiaries concerning their rights or interest with regard to an Employee Benefit Program; 2. determining the eligibility of Employees to participate in such Employee Benefit Program; 3. interpreting the provisions of such Employee Benefit Program; 4. effecting enrollment and termination of Employees in such Employee Benefit Program; or 5. handling and keeping records pertaining to such Employee Benefit Program. B.“Advertisement” means a notice that is broadcast or published to the general public or specific market segments about the Insured’s goods, products or services, for the purpose of attracting customers or supporters. For purposes of this Definition: 1. notice that is broadcast or published includes material placed on the Internet or similar means of electronic communication; and 2. with regard to websites, only that part of a website that is about the Insured’s goods, products or services, for the purpose of attracting customers or supporters, will be considered an Advertisement. C.“Application” means: 1. the application and any supplemental applications, or information submitted to the Insurer; or 2. any application submitted to any competitor of the Insurer, which is provided to the Insurer for the purposes of procuring coverage hereunder, and which shall be treated as if it were submitted directly to the Insurer; any and all materials and information submitted to the Insurer in connection with any such application, and all publicly available material promulgated by the Insured about the Insured that the Insurer obtained prior to the Inception Date of the Policy, all of which are deemed to be on file with the Insurer and are deemed to be attached to, and form a part of, this Policy, as if physically attached. D.“Bodily Injury” means physical injury, sickness or disease sustained by a person other than a Patient, including mental anguish, emotional distress or death resulting there from. E.“Business Invitee” means a natural person, other than a Patient of the Insured, solely in their capacity as one who is invited by the Insured to enter into and remain on the business premises for a purpose directly or indirectly connected with the Healthcare MMFO 00002 00 (04/19)Page 4 of 26 Professional Services performed therein. A Business Invitee shall not include a trespasser or any other person who enters the business premises without the Insured’s knowledge or permission, or any Insured. F.“Claim” means a judicial proceeding or other written demand seeking monetary damages otherwise covered by this Policy. A Claim shall be deemed first made when any Insured first receives notice of the Claim. A Claim shall not include a criminal proceeding or criminal investigation of any kind. G.“Coverage Territory” means anywhere in the world, provided a Claim or suit is brought within the United States of America, its territories or possessions, or Canada. H.“Cyberterrorism” means any premeditated attack against computer systems, computer programs, and data which results in financial loss. I.“Defense Expenses” means reasonable fees, costs and expenses incurred by or on behalf of the Insured in connection with the defense of a Claim; however, Defense Expenses shall not include: 1. salaries, remuneration, overhead, fees, loss of earning reimbursement or benefit expenses of the Insured; 2. fines, penalties, or taxes levied against the Insured; 3. fees, costs or expenses incurred without the prior consent of the Insurer; or 4.Loss. J.“Digital Assets” means software and electronic data including, but not limited to, cryptocurrency that is stored on or within an Insured’s Network. Digital Assets shall include the capacity of an Insured’s Network to store and process data and information and electronically disseminate data and information over the Internet. K.“Employee” means a W-2 wage earning person who has been hired by an Insured Entity to perform services for such Insured Entity, including an Employed Physician but only if listed in Schedule B. Employee does not include independent contractors, or any other individuals as described in Definition T., subparagraphs 3. through 10. An Employee’s status as an Insured shall be determined as of the date of the Occurrence or Medical Incident upon which a Claim involving the Employee is based. L.“Employee Benefit Program” means any group life insurance, group accident and health insurance, profit sharing plan, pension plan, employee stock subscription plan, workers’ compensation, unemployment insurance, social security, disability benefits insurance, or any other similar plan administered by or on behalf of the Insured Entity for the benefit of its Employees. M.“Employment Practices Wrongful Act” means any of the following, when alleged by any past or present Employee of an Insured Entity or any applicant for employment with an Insured Entity, in connection with that person’s actual or proposed employment relationship with the Insured Entity: 1. wrongful dismissal, discharge or termination of employment, whether actual or constructive; 2. harassment (including sexual harassment whether “quid pro quo”, hostile work environment or otherwise); MMFO 00002 00 (04/19)Page 5 of 26 3. discrimination based upon age, gender, race, color, national origin, religion, sexual orientation or preference, pregnancy or disability or any basis prohibited by federal, state or local laws; 4. breach of any manual of employment policies or procedures issued by the Insured Entity; 5. retaliatory action in response to that Employee’s: a.disclosure or threat of disclosure of any act by an Insured alleged to be a violation of any federal, state, local or foreign law, common or statutory, or any rule or regulation promulgated thereunder; b.actual or attempted exercise of any right that Employee has under law; c.filing of any Claim under the Federal False Claims Act or any other federal, state, local or foreign “whistle-blower” law; d.misrepresentation, libel, slander, humiliation, defamation or invasion of privacy, wrongful failure to employ or promote, wrongful deprivation of career opportunity, including tenure, wrongful demotion or evaluation or wrongful discipline; or e.any of the foregoing that are alleged to result from Peer Review. N.“Fire Damage” means Property Damage to the tangible property of a third party other than an Insured caused by a fire to premises the Insured Entity rents or leases from others or to premises temporarily occupied by any Insured Entity with the permission of the owner, solely for the purpose of rendering Healthcare Professional Services. Such premises shall not include any Insured’s residence. Water damage from such fire is also included. The fire must not be caused intentionally; and must take place during the Policy Period. With respect to Fire Damage, Property Damage shall not include damage to any personal property owned by any Insured, or any other personal property of any person that is within any Insured’s care, custody or control. O.“Good Samaritan Acts” means acts or services provided by or failed to be provided by the Insured in rendering emergency treatment, without remuneration, at the scene of an accident, medical crisis or disaster. P.“Healthcare Professional Services” means services performed by an Insured in the treatment or care of any person, including: 1. medical, dental, nursing, psychiatric, osteopathic, chiropractic, dental, x-ray or other professional care or services; 2. the furnishing or dispensing of medications, drugs, blood, blood products, or medical or surgical supplies, equipment or appliances in connection with such services described in Paragraph 1. above; 3. the furnishing of food or beverages in connection with such services described in Paragraph 1. above; 4. the providing of counseling or social services in connection with such services described in Paragraph 1. above; MMFO 00002 00 (04/19)Page 6 of 26 5. the handling or treatment of dead bodies, including autopsies, organ donation or harvesting, or other procedures. Q.“Hostile Fire” means a fire which becomes uncontrollable or breaks out from where it was intended to be contained; provided that Hostile Fire shall not include any fire that originated at any site operating as a waste disposal facility or waste storage facility. R.“Insured” means any of the following: 1. any Insured Entity; and 2. any Insured Person. S.“Insured Entity” means the Named Insured and any Subsidiaries, and the organization(s) listed in Schedule A. T.“Insured Person” means: 1. any Employee of an Insured Entity, but only while acting within the scope of his/her duties as such; 2. any Employed Physician of an Insured Entity, if listed in Schedule B, but only while acting within the scope of his/her duties as such; 3. as respects Insuring Agreement I.A., any natural persons who are independent contractors retained by the Insured to provide Healthcare Professional Services, but only while providing services pursuant to a written contract or agreement with Insured, provided that independent contractors shall not include physicians. 4. any Volunteer or person enrolled as a student in a formal training program offered by the Insured of any Insured Entity, but only while acting within the scope of his/her duties as such; 5. any member of a duly authorized board or committee of an Insured Entity, any person communicating information to such board or committee, or any person charged with the duty of acting as a hearing officer or agent of such committee or executing directives of any such board or committee; provided, however, that any such person shall only be an Insured Person while acting within the scope of his/her duties as such; 6. any of the Insured Entities’ medical directors, administrators, department heads or chiefs of staff, who are not Employees, while acting within the scope of their duties as such; provided, however, that such person shall not be an Insured Person for Claims arising out of direct Patient care rendered or allegedly failed to be rendered by him/her; 7. any member or partner of a joint venture or partnership, which joint venture or partnership is specifically designated as such in Schedule A, but only with respect to such member or partner’s liability arising out of such designated joint venture or partnership; 8. any person or entity with whom / which the Insured Entity has a written agreement, effective during the Policy Period, to provide such person or entity insured status under this Policy (each , an “Additional Insured”), but solely with respect to liability imposed or sought to be imposed on such Additional Insured as a result of the acts, errors or omissions of an original Insured committed or allegedly committed subsequent to the execution of such agreement and for which this Policy provides coverage; provided, that: (a) no coverage will be available under this Policy for that portion of any Loss or Defense Expenses for MMFO 00002 00 (04/19)Page 7 of 26 any Claim against an Additional Insured based upon or arising out of any actual or alleged independent act or direct liability of such Additional Insured; and (b) an Additional Insured’s status as an Insured under this Policy shall immediately terminate when the Insured’s agreement to provide such status terminates; 9. any person leased to the Insured by a labor leasing firm under an agreement between the Insured and the labor leasing firm (each, a “leased worker”), but only while providing services pursuant to a written agreement with the Insured and while each leased worker is acting within the scope of his/her duties; or 10. any temporary worker who is furnished to the Insured to substitute for a permanent Employee on leave or to meet seasonal or short-term workload conditions. Solely with respect to Insuring Agreement I.A., Insured Person shall also mean, in the event of the death, incapacity, or bankruptcy of an Insured Person, the estates, heirs, legal representatives and/or assigns of such Insured Person. U.“Insured’s Products” means: 1. goods or products manufactured, sold, handled or distributed by: a. an Insured Entity; b. others trading under the name of an Insured Entity; or c. a person or organization whose assets an Insured Entity has acquired in accordance with Section IV. J.; and 2. containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Insured’s Products does not mean vending machines, or other property rented to or located for the use of others but not sold. V.“Insured’s Work” means: 1. work or operations performed by any Insured or on an Insured Entity’s behalf; and 2. materials, parts or equipment furnished in connection with such work or operations; but only in connection with the provision of Healthcare Professional Services by the Insureds. W.“Insurer” means the Company identified in the Declarations. X.“Loss” means any monetary amount paid on account of an award, judgment or settlement, including punitive and exemplary damages where insurable by law, in excess of the applicable Deductible or self-insured retention, if any, stated in Item 4. of the Declarations which the Insured is legally obligated to pay as a result of a Claim. However, Loss shall not include: 1. the multiplied portion of multiplied damages; 2. salaries, remuneration, overhead, fees or benefit expenses of any Insured; MMFO 00002 00 (04/19)Page 8 of 26 3. fines, penalties, sanctions, fees, government payments or taxes, or amounts imposed by statute, rule, regulation or other laws or taxes levied against the Insured; 4. non-monetary relief or redress in any form other than monetary compensation or damages, including, but not limited to, injunctive, declaratory and administrative relief; 5. the return, restitution, refund or disgorgement of fees, profits charges for products or services rendered, capitation payments, premium, other funds or amounts allegedly wrongfully held, obtained and/or retained by an Insured; 6. amounts owed to any provider of Healthcare Professional Services under any contract; 7. benefits under an Employee Benefit Program; 8. that part of any post-judgment interest that accrues after the Insurer pays or offers to pay our share of the judgment; 9. matters which are uninsurable under applicable law; 10. the payment, satisfaction or writing off of any medical bills or charges by an Insured; or 11.Defense Expenses. The insurability of any Loss shall be determined under the laws of the jurisdiction most favorable to the insurability of such Loss, provided that such jurisdiction is where either the Insurer or the Insured Entity is incorporated or has its principal place of business, where the act giving rise to such Loss occurred, the location of the court which awarded such Loss or the jurisdiction in which the Loss is awarded. Y.“Medical Payments” means reasonable payments for: 1. first aid administered at the time of an accident; 2. necessary medical, surgical, x-ray and dental services, including prosthetic devices; and 3. necessary ambulance, hospital, professional medical and nursing and funeral services. Z.“Medical Incident” means: 1. an actual or alleged act, error or omission in the Insured’s rendering of or failure to render Healthcare Professional Services to the Insured’s Patients that results in Medical Professional Injury. A series of related acts or omissions in the providing of or failure to provide Healthcare Professional Services will be deemed to be one Medical Incident; 2. an actual or alleged act, error or omission in connection with the Insured’s activities as a member of a duly authorized board or committee of an Insured Entity, or as a member of any committee of the medical or professional staff of an Insured Entity when engaged in Peer Review or Utilization Review; MMFO 00002 00 (04/19)Page 9 of 26 3. an actual or alleged act, error or omission in connection with the Insured’s activities as a member of an accreditation, standards review or similar board or committee; 4. an actual or alleged act, error or omission in connection with the Insured’s performance of quality assurance activities; or 5. an actual or alleged act, error or omission in connection with Good Samaritan Acts. AA. “Medical Professional Injury” means injury, including death, to others that results from acts or omissions in the providing of or failure to provide Healthcare Professional Services by or for an Insured. BB.“Named Insured” means the entity identified in Item 1. of the Declarations. CC.“Network” means computer hardware, servers, software, firmware, telephone systems, mobile devices, blockchain technology, and components thereof, including software and electronic data stored on or within an Insured’s Network, whether leased or owned, or provided by a third party, or cloud based. DD.“Network Extortion” means a credible threat or connected series of credible threats made by a natural person to: 1. Commit or to continue an attack on an Insured’s Network; 2. Disclose information described in Section III. Exclusions, Subsection E., Paragraph 12.a. obtained as a result of unauthorized access to or unauthorized use of an Insured’s Network; 3. Commit Cyberterrorism; or 4. Refuse to return or unencrypt Digital Assets. EE.“Occurrence” means: 1. With respect to Bodily Injury or Property Damage, an accident, including continuous or repeated exposure to substantially the same general harmful conditions, which results in injury neither expected nor intended by the Insured; 2. With respect to Personal or Advertising Injury, a covered offense as set forth in Definition HH. FF.“Patient” means any person or human body seeking, registered or admitted to receive Healthcare Professional Services from an Insured, before, during or after registration for such services, and whether on an inpatient, outpatient or emergency basis. GG.“Peer Review” means the process of evaluating any individual or entity for purposes of selecting, employing, contracting with or credentialing current or prospective providers of Healthcare Professional Services; provided, however, that such evaluation must be performed by members of a duly authorized professional review board or committee of an Insured Entity. HH.“Personal or Advertising Injury” means injury, other than Bodily Injury, arising out of one or more of the following offenses: 1. False arrest, detention or imprisonment; 2. Malicious prosecution; 3. The wrongful eviction from, wrongful entry into or invasion of the right of private occupation of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; MMFO 00002 00 (04/19)Page 10 of 26 4. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person’s or organization’s goods, product or services; 5. Oral or written publication, in any manner, of material that violates a person’s right of privacy; 6. The Insured’s use of another’s advertising idea in its Advertisement; 7. The Insured’s use of another’s copyright, trade dress or slogan in its Advertisement; or 8. The Insured’s infringement upon another’s copyright, trade dress or slogan in its Advertisement. II.“Policy Period” means the period from the Inception Date stated in Item 2(a) of the Declarations to the earlier of the Expiration Date stated in Item 2(b) of the Declarations or the cancellation date. JJ.“Pollutant” means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. KK. “Products-Completed Operations Hazard” means Bodily Injury and Property Damage which occurs away from premises an Insured Entity owns or rents and arising out of the Insured’s Products or the Insured’s Work, except: 1. products that are still in the Insured Entity’s physical possession; or 2. work that has not yet been completed or abandoned; however, the Insured’s Work will be deemed completed at the earliest of the following times: a. when all of the worked called for in the Insured’s contract has been completed; b. when all of the work to be done at the job site has been completed if your contract calls for work at more than one job site; or c. when that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project; provided that Products-Completed Operations Hazard does not include Bodily Injury or Property Damage arising out of: a. the transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by an Insured, and that condition was created by the Loading or Unloading of that vehicle by any Insured; b. the existence of tools, uninstalled equipment or abandoned or unused materials; or c. products or operations for which the classification, as listed in an Endorsement to this Policy or a Policy Schedule, states that the products- completed operations are subject to the Maximum Aggregate Limit of Liability. LL.“Property Damage” means: 1. physical injury to or destruction of tangible property, including all loss of use thereof as a result of such physical injury or destruction; or MMFO 00002 00 (04/19)Page 11 of 26 2. loss of use of tangible property that is not physically injured. MM. “Related Claims” means all Claims based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the same or related facts, circumstances, situations, transactions, events or involved individuals or the same or related series of facts, circumstances, situations, transactions, events or involved individuals, whether related logically, causally or in any other way. NN.“Retroactive Date” means the applicable date set forth in Item 5. of the Declarations. OO.“Sexual Misconduct” means actual or alleged physical, mental or moral harassment, assault, abuse, molestation, mistreatment or maltreatment of a sexual nature against any person, including but not limited to, any sexual involvement, sexual conduct, with or without consent by an Insured providing Healthcare Professional Services, and negligent hiring, supervision, training, negligent retention and/or investigation of or failure to report to proper authorities any Insured providing Healthcare Professional Services who committed or is alleged to have committed any act of sexual abuse or molestation. PP. “Subsidiary” means any entity during any time in which an Insured Entity owns or controls, directly or indirectly, more than fifty percent (50%) of the outstanding securities representing the right to vote for the election of such entity’s directors or members of the board of managers. QQ.“Utilization Review” means the process of evaluating the appropriateness or necessity of Healthcare Professional Services provided or to be provided by an Insured. Utilization Review includes prospective, concurrent and retrospective review of such Healthcare Professional Services; however, Utilization Review does not include services or activities performed in administering benefits or managing health care plans for others. RR.“Volunteer” means a person providing services and/or labor to an Insured, without being paid by the Insured for providing such services and/or labor and under the supervision or direction of an Insured. Volunteer shall not include any Employee or independent contractor. III. EXCLUSIONS A. Exclusions Applicable To Insuring Agreement I.A., CLAIMS MADE PROFESSIONAL LIABILITY As respects Insuring Agreement I.A., CLAIMS MADE PROFESSIONAL LIABILITY, this Policy shall not apply to any Claim based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving: 1.Bodily Injury, Property Damage, or Personal or Advertising Injury, unless such Claim arises out of an Insured’s alleged rendering of or failure to render Healthcare Professional Services; 2. any actual or alleged misstatement, misleading statement, act, error or omission by any of the Insured’s Directors or Officers in the discharge of their duties as such; 3. the rendering of or failure to render Healthcare Professional Services by any person other than an Insured; provided that this Exclusion shall not apply to an Insured’s vicarious liability with regard to such Healthcare Professional Services; MMFO 00002 00 (04/19)Page 12 of 26 4. any Medical Incident arising out of the ownership, maintenance, use, operation, or entrustment to others of any aircraft, auto, watercraft, motor vehicle or semi- trailer, or the loading or unloading thereof; provided, however, that this Exclusion A.4 will not apply to any Claim arising out of a Medical Incident in connection with the loading or unloading of Patients; 5. any Healthcare Professional Services provided by any Insured Person, or by any person for whom an Insured is responsible, if such Healthcare Professional Services are provided outside of their employment for an Insured Entity; provided that this Exclusion shall not apply to Claims against an Insured for Good Samaritan Acts; or 6.Sexual Misconduct. B. Exclusions Applicable to Insuring Agreements I.B., OCCURRENCE-BASED GENERAL LIABILITY As respects Insuring Agreement I.B., OCCURRENCE-BASED GENERAL LIABILITY, this Policy shall not apply to any Claim: 1. based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving any actual or alleged: a. injury to a Patient related to a Medical Incident; provided, however, that this Exclusion shall not apply to any Claim based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving: fire or lightning; windstorm or hail; explosion; riot, including riot attending a strike or civil commotion; aircraft or vehicles; smoke; vandalism or malicious mischief; sprinkler leakage; elevator malfunction; earthquake or flood; or structural collapse of a building; b. infringement of right of patent, trademark, service mark, trade name, copyright, title or slogan; c. injury or damage arising in whole or in part, directly or indirectly, out of fungi, including mold or mildew, any mycotoxins, toxins, allergens, spores, scents, vapors, gases or by-products released by fungi, regardless of whether such fungi is: i. airborne; ii. contained in a product; or iii. contained in or a part of any building, structure, building material, or any component part of any of the foregoing; and d.Sexual Misconduct; or e.Bodily Injury, Property Damage, Products Completed Operations Hazard or Fire Damage arising out of an Occurrence taking place before the Inception Date; or Personal or Advertising Injury caused by an offense taking place before the Inception Date; 2. for Bodily Injury, Property Damage, Products Completed Operations Hazard, Fire Damage or Personal or Advertising Injury expected or intended from the standpoint of the Insured; provided, however, that this exclusion shall not apply to Bodily Injury resulting from the use of reasonable force to protect any person or property from injury or damage; MMFO 00002 00 (04/19)Page 13 of 26 3. for Personal or Advertising Injury: a. caused by or at the direction of an Insured with the knowledge that the act would violate the rights of another or would inflict Personal or Advertising Injury; b. arising out of oral or written publication of material, if done by or at the direction of the Insured with knowledge of its falsity; c. arising out of oral or written publication of material first published prior to the Inception Date stated in Item 2(a) of the Declarations. For purposes of this subsection, if such material was first published prior to the Inception Date of this Policy, it shall be immaterial whether such material was re- published or allegedly caused injury during the Policy Period; d. arising out of a breach of contract, except an express written contract to use another’s advertising idea in the Insured’s Advertisement; e. arising out of the failure of goods, products or services to conform with any statement of quality or performance made in the Insured’s Advertisement; or f. arising out of the wrong description of the price of goods, products or services stated in the Insured’s Advertisement; 4. for Bodily Injury or Property Damage arising out of the ownership, maintenance, use, operation, or entrustment to others of any aircraft, auto, watercraft, motor vehicle or semi-trailer, or the loading or unloading thereof; 5. for Property Damage to: a. any property the Insured owns or rents; b. any premises sold, given away, or abandoned by the Insured; c. any property loaned to the Insured; d. any personal property in the care, custody or control of the Insured; or e. the Insured’s Products, arising out of such products or any part thereof; 6. for Property Damage to property that has not been physically injured, arising out of: a. a delay or failure by or on behalf of the Insured in performing any contract or agreement; or b. the failure of the Insured’s Products to meet the level of performance, quality, fitness or durability promised or warranted by the Insured; provided, however, that this exclusion shall not apply to loss of use of other tangible property resulting from the sudden or accidental physical damage to or destruction of the Insured’s Products or work performed by or on behalf of the Insured after such products or work have been put to use by any person or organization other than the Insured; MMFO 00002 00 (04/19)Page 14 of 26 7. for Bodily Injury to: a. an Employee arising out of and in the course of employment by the Insured Entity or performing duties related to the conduct of an Insured Entity’s business; or b. the spouse, child, parent, brother or sister of that Employee as a consequence of Paragraph a. above; whether or not the Insured Entity is liable as an employer or in any other capacity and whether or not the Insured Entity has any obligation to share damages with or repay someone else who must pay damages because of the injury. 8. based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving any actual or alleged Bodily Injury or Property Damage for which any Insured may be held liable by reason of: a. causing or contributing to the intoxication of any person; b. the furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. the violation of any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages; C. Exclusions Applicable to Insuring Agreement I.C., CLAIMS MADE EMPLOYEE BENEFITS LIABILITY As respects Insuring Agreement I.C., CLAIMS MADE EMPLOYEE BENEFITS LIABILITY, this Policy will not apply to any Claim based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving: 1.Bodily Injury, Property Damage, or Personal or Advertising Injury; 2. a Medical Incident, or injury to a Patient; 3. failure of performance by any insurer, including, but not limited to, the failure of such insurer to pay or provide benefits allegedly due under any contract relating to the Insured Entity’s Employee Benefit Program; 4. the insufficiency of funds to meet any obligations of the Insured Entity’s Employee Benefit Program; or 5. failure of stock or any compensation, investment or savings program to produce financial gain. D. Exclusions Applicable to Insuring Agreement I.D., CLAIMS MADE SEXUAL MISCONDUCT As respects Insuring Agreement I.D., CLAIMS MADE SEXUAL MISCONDUCT, this Policy will not apply to any Claim: 1. based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving: MMFO 00002 00 (04/19)Page 15 of 26 a.Sexual Misconduct, if actually or allegedly committed by anyone other than an Insured, or actually or allegedly directed towards anyone other than a Patient; 2. against an Insured Person which alleges Sexual Misconduct, if it is determined by admission, finding or final adjudication in any legal proceeding, that such Insured Person has committed, participated in, directed or knowingly allowed such act of Sexual Misconduct; provided, however, the applicability of this Exclusion D.2. may only be determined by a testimonial and uncontradicted admission, final adjudication or a finding either in the Claim, or in a proceeding separate from or collateral to the Claim so long as such proceeding was not filed by the Insurer or Insured to determine coverage for the Claim. For purposes of this Exclusion D.2., no act, error or omission of any Insured Person shall be imputed to any other Insured Person. If any Insured Person is determined to have engaged in the conduct specified in this Exclusion D.2., such Insured Person will reimburse the Insurer for any Defense Expenses advanced to or on behalf of such Insured. Notwithstanding anything herein to the contrary, if: (a) Sexual Misconduct by an Insured Person is determined to have taken place as set forth in Exclusion D.2. above; or (b) an officer, director, supervisor, manager, member of the Board of Directors, partner, principal, owner, sole-practitioner, or the equivalent thereof of the Insured Entity, has actual knowledge of Sexual Misconduct by an Insured Person; then, there shall be no coverage for any Insured for any Claim based upon or arising out of any acts of Sexual Misconduct by the same Insured Person which take place after the earlier of such determination or such actual knowledge. E. Exclusions Applicable to All Insuring Agreements As respects all Insuring Agreements, this Policy shall not apply to any Claim based on, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving: 1. any of the following: a. willful misconduct or dishonest, fraudulent, or malicious act, error or omission by any Insured; any willful violation by any Insured of any law, statute, ordinance, rule or regulation; b. any Insured gaining any profit, remuneration or advantage to which such Insured was not legally entitled; or c. any alleged criminal conduct by an Insured (other than alleged Sexual Misconduct, as may be provided under Section I.D. of this Policy); provided, however, the applicability of this Exclusion E.1. may only be determined by a testimonial and uncontradicted admission, final adjudication or a finding either in the Claim, or in a proceeding separate from or collateral to the Claim so long as such proceeding was not filed by the Insurer or Insured to determine coverage for the Claim. For purposes of this Exclusion E.1., no act, error or omission of any Insured Person shall be imputed to any other Insured Person; 2. any acts, errors, omissions, Medical Incidents, Occurrences, facts, matters, events, suits or demands notified or reported to, or in accordance with, any policy MMFO 00002 00 (04/19)Page 16 of 26 of insurance or policy or program of self-insurance in effect prior to the Inception Date of this Policy; 3. any acts, errors, omissions or Occurrences taking place prior to the earlier of: a. the Inception Date; or b. the Inception Date of the first policy issued by the Insurer to the Insured, of which this Policy is a renewal; if any Insured on or before such date knew or reasonably could have foreseen that such act, error, omission or Occurrence might result in a Claim; 4. any actual or alleged price fixing; restraint of trade; monopolization; unfair trade practices; or violation of the Federal Trade Commission Act, the Sherman Act, the Clayton Act, or any other federal statute involving antitrust, monopoly, price fixing, price discrimination, predatory pricing or restraint of trade activities, or of any rules or regulations promulgated under or in connection with any of the foregoing statutes, or of any similar provision of any federal, state or local statute, rule or regulation or common law, except to the extent such Claim arises out of any Insured’s alleged rendering of or failure to render Healthcare Professional Services; 5. any actual or alleged liability of an Insured under any express contract or agreement, unless such liability would have attached in the absence of such contract or agreement. For purposes of this Exclusion E.5, an “express contract or agreement” is an actual agreement by contracting parties, the terms of which are openly stated in distinct or explicit language, either orally or in writing, at the time of its making; 6 any actual or alleged liability of an Insured under any workers’ compensation, unemployment compensation, disability benefits or similar law or regulation; 7. any actual or alleged violation of the Employee Retirement Income Security Act of 1974 (ERISA), or any similar federal, state or local law or regulation, except to the extent such Claim arises out of any Insured’s alleged rendering of or failure to render Healthcare Professional Services; 8. injury or damage arising in whole or in part, directly or indirectly, out of asbestos or silica, regardless of whether such asbestos or silica is: a. airborne, as a fiber or particle; b. contained in a product; c. carried or transmitted by clothing or any other means; or d. contained in or a part of any building, structure, building material, insulation product, or any component part of any of the foregoing; 9. any direct or indirect consequence of war, invasion, act of foreign enemy, hostilities (whether or not war is declared), civil war, rebellion, revolution, civil insurrection, strike, or riot; provided, however, that this Exclusion E.9. shall not apply to “terrorism” as that term is defined in the Terrorism Risk Insurance Act of 2002; 10. any Insured’s failure to maintain licensure, certification or accreditation status; 11. managed care activities, including any of the following activities performed for any person or entity other than an Insured: advertising, marketing, selling, or enrollment for health care or workers’ compensation plans; administering claims MMFO 00002 00 (04/19)Page 17 of 26 for health benefits; establishing health care provider networks; reviewing the quality of Healthcare Professional Services or providing quality assurance; design and/or implementation of financial incentive plans; wellness or health promotion education; development or implementation of clinical guidelines, practice parameters or protocols; triage for payment of medical services; and services or activities performed in the administration or management of health care or workers’ compensation plans or other employee benefit plans or programs; 12. any liability or obligation alleging, arising out of, based upon, or attributable to any: a. misuse, or unauthorized access, use, collection or disclosure, of confidential, private, proprietary or personally identifiable information, including payment card data, medical or financial information, patents, trade secrets, processing methods, customer lists or any other type of information not publicly available, or the actual or alleged failure to inform customers of any security breach that has impacted or may impact their personal information described above, or any actual or alleged act, error or omission in violation of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and any regulations promulgated in connection therewith, including but not limited to the Privacy Rule and the Security Rule and any state or local privacy or cyber security law or regulation; or b. notification expenses, credit monitoring expenses, forensic expenses, public relations expenses, any expenses related to the issuance or re-issuance of any credit, debit or other type of payment card, or any other similar expenses incurred by the Insured or others arising out of any access to, collection of, or disclosure or release of the information described in paragraph (a) above; or c.Network Extortion; 13. any Claim asserted by or on behalf of an Insured against another Insured; provided, however, that this Exclusion will not apply to preclude or limit coverage for an otherwise covered Claim based on or arising out of: a.Peer Review; b. the Insured’s Administration of its Employee Benefit Program; or c. an Insured’s care or treatment, solely in the capacity of a Patient, by another Insured; 14. any liability or obligation: a. arising out of the actual, alleged or threatened discharge, dispersal, release or escape of Pollutants; provided, however, that this Exclusion shall not apply to Bodily Injury to a Patient, visitor or invitee, or to Bodily Injury or Property Damage arising out of heat, smoke or fumes from a Hostile Fire; or b. to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize Pollutants, whether or not any of the foregoing are to be performed by or on behalf of the Insured. MMFO 00002 00 (04/19)Page 18 of 26 15. any Employment Practices Wrongful Act; This Exclusion applies whether the Insured may be liable as an employer or in any other capacity; IV. CONDITIONS A. Limits of Liability and Deductible 1. The amount stated in Item 3(e) of the Declarations as the Maximum Aggregate Limit of Liability, shall be the most the Insurer shall pay under this Policy for all: a. Loss; and b. Defense Expenses resulting from all Claims for which this Policy provides coverage, regardless of the number of Claims, the number of persons or entities included within the definition of Insured, or the number of claimants. 2. Other than the payment of Defense Expenses under Insuring Agreement I.D. Defense Expenses are paid in addition to the applicable Limit of Liability, and payment of Defense Expenses by the Insurer shall not reduce or exhaust the applicable Limit of Liability. The payment of Defense Expenses under Insuring Agreement I.D. by the Insurer, shall reduce and exhaust the applicable Limits of Liability. The payment of Defense Expenses under Insuring Agreements I.A., I.B. and I.C. by the Insurer, shall reduce and exhaust the Maximum Aggregate Limit of Liability stated in Item 3(e) of the Declarations. 3. It is the obligation of the Insured to pay all Loss and Defense Expenses up to the amount of the applicable Deductible set forth in Item 4. of the Declarations. The obligation of the Insurer to pay Loss or Defense Expenses will only be in excess of the applicable Deductible. The Insurer will have no obligation whatsoever, either to the Insureds or to any other person or entity, to pay all or any portion of such Deductible on behalf of any Insured, although the Insurer will, at its sole discretion, have the right and option to do so, in which event the Insureds agree to repay the Insurer any amounts so paid within thirty (30) days of demand for payment by the Insurer. The Deductible shall be included in, and shall not be in addition to, the applicable Limit of Liability, and payment of the Deductible shall reduce such Limit of Liability. 4. In the event a Claim is first made against the Insured during the Policy Period that involves more than one (1) Insuring Agreement hereunder, it is understood and agreed that only one (1) Deductible and one (1) Limit of Liability will apply to such Claim, which shall be the highest applicable per Claim Limit of Liability set forth in Item 3. of the Declarations and the Deductible corresponding to such Limit of Liability. This provision shall not apply in the event that the Claim involves Sexual Misconduct at any stage of the Claim, in which event the sole coverage available under this Policy is pursuant to Insuring Agreement D. and Item 3(d) of the Declarations Page. 5. All Insureds under this Policy share in the applicable Limit of Liability. In no event will the number of Insureds involved in a Claim increase the Limit of Liability. MMFO 00002 00 (04/19)Page 19 of 26 6. If a Claim involves this Policy and any other policy issued by the Insurer, its predecessor, or any of the Insurer’s affiliated companies or their predecessors, the Limits of Liability which will apply to such Claim will be a single Limit of Liability, which shall be the highest applicable per Claim limit available under all such policies. In no event will more than one policy issued by the Insurer respond to a Claim, and the single policy responding to such Claim shall be the Policy in force at the time the earliest act, error, omission or Occurrence giving rise to such Claim took place, consistent with Section IV.D. below, “Related Acts Deemed Single Act.” B. Reporting of Claims and Circumstances 1. With respect to Insuring Agreements I.A., I.C., and I.D., the following shall apply: a. If, during the Policy Period or any applicable Extended Reporting Period, any Claim is first made against any Insured, the Insureds must, as a condition precedent to any right to coverage under this Policy, give the Insurer written notice of such Claim as soon as practicable thereafter, and in no event later than: i. with respect to a Claim first made during the Policy Period, thirty (30) days after the Expiration Date; or ii. with respect to a Claim first made during an Extended Reporting Period, thirty (30) days after such Claim is first made. Timely and sufficient notice by one Insured of a Claim or Related Claims shall be deemed timely and sufficient notice for all Insureds involved in the Claim or Related Claims. Such notice shall give full particulars of the Claim or Related Claims, including, without limitation, a description of the acts, errors or omissions, the identities of the potential claimants and involved Insureds, the injury or damages which have resulted and/or may result from such acts, errors or omissions, and the manner in which the Insured first became aware of such acts, errors or omissions. b. If, during the Policy Period, an Insured first becomes aware of any acts, errors or omissions which may subsequently give rise to a Claim, and: i. gives the Insurer written notice of such acts, errors or omissions with full particulars as soon as practicable thereafter, but in any event before the end of the Policy Period; and ii. requests coverage under this Policy for any Claim subsequently arising from such reported acts, errors or omissions as soon as practicable after such Claim is made; then any Claim subsequently made against the Insured arising out of such acts, errors or omissions shall, subject to Condition C. below, be treated as if it had been first made during the Policy Period. The full particulars required in any notice given under this Condition B.1.b. above must include, without limitation, a description of the acts, errors or omissions, the identities of the potential claimants and involved Insureds, the injury or damages which have resulted and/or may result from such acts, errors or omissions, the manner in which the Insured first became aware of such acts, errors or omissions, and the reasons why the Insured believes a Claim is likely to be made. The Insured’s MMFO 00002 00 (04/19)Page 20 of 26 conducting of internal loss control activities will not constitute reporting under this Condition B.1.b. 2. With respect to Insuring Agreement I.B., OCCURRENCE-BASED GENERAL LIABILITY, the following shall apply: a. The Insured must see to it that the Insurer is immediately notified in writing of any Claim, and must see to it that the Insurer is notified as soon as practicable in writing of an Occurrence that may result in a Claim. To the extent possible, such notice should include, without limitation: a description of the nature, time and place of the Occurrence; the identities of the potential claimants, any witnesses and involved Insureds; and the injury or damages which have resulted and/or may result from such Occurrence. b. The Insureds also must: i. immediately send the Insurer copies of any demands, notices, summonses or legal papers received in connection with the Claim; ii. authorize the Insurer to obtain records and other information; iii. cooperate with the Insurer in the investigation, defense or settlement of the Claim; and iv. assist the Insurer, upon the Insurer’s request, in the enforcement of any right against any person or organization which may be liable to the Insured because of injury or damage to which this Policy may also apply. C. Related Claims Deemed Single Claim; Date Claim Made All Related Claims, whenever made, shall be deemed to be a single Claim and shall be deemed to have been first made on the earliest of the following dates: 1. the date on which the earliest Claim within such Related Claims was received by an Insured; or 2. the date on which written notice was first given to the Insurer of an act, error, omission or Occurrence which subsequently gave rise to any of the Related Claims, regardless of the number and identity of claimants, the number and identity of Insureds involved, or the number and timing of the Related Claims, and even if the Related Claims comprising such single Claim were made in more than one Policy Period. D. Related Acts Deemed Single Act 1. With regard to Insuring Agreement 1.A., CLAIMS MADE PROFESSIONAL LIABILITY, all damages arising from the same or related acts, errors or omissions, or involved individuals are considered to arise out of a single Medical Incident. Such Medical Incident will be deemed to have first taken place at the time the first Claim seeking such damages is made and reported in accordance with Condition B.1. 2. With regard to Insuring Agreement I.B., OCCURRENCE-BASED GENERAL LIABILITY, all damages arising from the same or related accidents, acts, offenses, publications or general conditions are considered to arise out of a single Occurrence, regardless of the frequency or repetition thereof, the type of damage at issue, or the number of claimants. Such Occurrence will be deemed MMFO 00002 00 (04/19)Page 21 of 26 to have first taken place at the time the first such accident, act, publication or general condition occurs. 3. With regard to Insuring Agreement I.C., CLAIMS MADE EMPLOYEE BENEFITS LIABILITY, all damages arising from the same or related acts, errors or omissions in the Insured’s Administration of its Employee Benefit Program are considered to arise out of a single act, error or omission. Such act, error or omission will be deemed to have first taken place at the time the first Claim seeking such damages is made and reported in accordance with Condition B.1. 4. With regard to Insuring Agreement I.D., CLAIMS MADE SEXUAL MISCONDUCT, all damages arising from the same or related acts, errors or omissions are considered to arise out of a single act of Sexual Misconduct. Such Sexual Misconduct will be deemed to have first taken place at the time the first Claim seeking such damages is made and reported in accordance with Condition B.1. E. Defense and Settlement of Claims 1. No Insured may incur any Defense Expenses or admit liability for or settle any Claim without the Insurer's written consent. The Insurer will have the right to make investigations and conduct negotiations in the defense of any Claim, and to enter into such settlement of any Claim, as the Insurer deems appropriate. 2. The Insurer will have no obligation to pay Loss or Defense Expenses, or to defend or continue to defend any Claim after the Insurer’s Maximum Aggregate Limit of Liability, as set forth in Item 3(e) of the Declarations, has been exhausted by the payment of: a.Loss, and b.Defense Expenses If the Insurer’s Maximum Aggregate Limit of Liability, as set forth in Item 3(e) of the Declarations, is exhausted by the payment of Loss, or by Defense Expenses, the premium will be fully earned. F. Assistance and Cooperation In the event of a Claim, the Insureds shall provide the Insurer with all information, assistance and cooperation that the Insurer reasonably requests. At the Insurer’s request, the Insureds shall assist in: 1. investigating, defending and settling Claims; 2. enforcing any right of contribution or indemnity against a third party who may be liable to any Insured, and 3. the conduct of actions, suits, appeals or other proceedings, including but not limited to, attending trials, hearings and depositions, securing and giving evidence, and obtaining the attendance of witnesses. G. Inspection and Audit The Insurer will be permitted, but not obligated, to inspect the Insured’s property and operations at any time, upon reasonable notice. Neither the Insurer’s right to make inspections nor the making of any such inspections shall constitute an undertaking, on behalf of or for the benefit of the Insured or others, to determine or warrant that such property and operations are safe. The Insurer may examine and audit the Insured’s MMFO 00002 00 (04/19)Page 22 of 26 books and records at any time, upon reasonable notice, as far as such books and records relate to the subject matter of this Policy. H. Subrogation In the event of any payment hereunder, the Insurer shall be subrogated to the extent of any payment to all of the rights of recovery of the Insureds. The Insureds shall execute all papers and do everything necessary to secure such rights, including the execution of any documents necessary to enable the Insurer effectively to bring suit in the Insureds’ name. The Insureds shall do nothing that may prejudice the Insurer’s position or potential or actual rights of recovery. The obligations of the Insureds under this Condition H. shall survive the cancellation or other termination of this Policy. I. Other Insurance/Other Indemnification 1. This Policy shall be excess of and shall not contribute with: a. any other insurance or plan or program of self-insurance (whether collectible or not), unless such other insurance or self-insurance is specifically stated to be in excess of this Policy; and b. any contribution or indemnification to which an Insured is entitled from any entity other than another Insured. This Policy shall not be subject to the terms of any other policy of insurance or plan or program of self-insurance. 2. If any other policy or policies issued by the Insurer or any of its affiliated companies, or by any predecessors or successors of the Insurer or its affiliated companies, shall apply to any Claim, then the aggregate limit of liability with respect to all Loss covered under this Policy and all covered loss under such other policies shall not exceed the highest applicable limit of liability, subject to its applicable deductible or retention, that shall be available under any one of such policies, including this Policy. This Condition I.2. shall not apply with respect to any other policy which is specifically written as excess insurance over this Policy. J. Mergers, Acquisitions, or Newly Created Entities If, during the Policy Period, any of the following events occurs: 1. any Insured Entity acquires any assets or revenues, acquires a Subsidiary, or acquires any entity by merger and, at the time of such transaction, the assets or revenues so acquired or the assets or revenues of the entity so acquired exceed fifteen (15%) of the total assets or revenues of the Insured Entity as reflected in the Insured Entity’s most recent consolidated financial statements; or 2. any Insured Entity assumes any liabilities and, at the time of such assumption, the liabilities so assumed exceed fifteen percent (15%) of the total liabilities of the Insured Entity as reflected in the Insured Entity’s most recent consolidated financial statements; then for a period of sixty (60) days after the effective date of such event, the coverage granted by this Policy shall extend to any Claims arising out of covered acts, errors, omissions or Occurrences that take place after the effective date of such event and arise out of or relate to the entity, assets, revenues or liabilities acquired, assumed or merged with. After the expiration of such sixty (60) day period, there shall be no coverage under this Policy for such Claims unless: (a) within such sixty (60) day period, the Insurer MMFO 00002 00 (04/19)Page 23 of 26 receives from the Named Insured such information regarding details of the transaction as the Insurer requests and; (b) the Insurer specifically agrees by written endorsement to this Policy to provide such coverage upon such terms, conditions and limitations, including payment of additional premium, as the Insurer, at its sole discretion, may require. K. Sales or Dissolution of Insured Entities; Cessation of Business 1. If, during the Policy Period: a. the Named Insured is dissolved, sold, acquired by, merged into or consolidated with another entity such that the Named Insured is not the surviving entity, or such that any person, entity or affiliated group of persons or entities obtains: i. the right to elect or appoint more than fifty percent (50%) of the Named Insured’s directors, trustees or member managers, as applicable; or ii. more than fifty percent (50%) of the Named Insured’s equity or assets; b. the Named Insured ceases to do business for any reason; or c. a receiver, liquidator, conservator, trustee, rehabilitator or similar administrator is appointed for the Named Insured; then in any such event (any of which events is referred to in this Condition K. as a “Material Event”), coverage under this Policy for all Insureds shall continue in full force and effect until the Expiration Date or any earlier cancellation date, but this Policy shall apply only to covered acts, errors or omissions committed or allegedly committed before such Material Event. There will be no coverage under this Policy with respect to any Claim against any Insured based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving any covered acts, errors or omissions committed or allegedly committed on or after the date of such Material Event. 2. If, during the Policy Period, any Insured Entity other than the Named Insured is involved in a Material Event, coverage under this Policy for covered acts, errors or omissions committed or allegedly committed before such Material Event by such Insured Entity or the Insured Persons associated with such Insured Entity shall continue in full force and effect until the Expiration Date or any earlier cancellation date. There will be no coverage under this Policy with respect to any Claim against such Insured Entity or the Insured Persons associated with such Insured Entity based upon, arising out of, directly or indirectly resulting from, in consequence of or involving any way involving any covered acts, errors or omissions of such Insured Entity or the Insured Persons associated with such Insured Entity which are committed or allegedly committed on or after the date of such Material Event. Coverage under this Policy shall continue in full force and effect for all other Insureds. L. Cancellation or Non-Renewal 1. The Insurer may cancel this Policy by mailing written notice to the Named Insured at the last known address stated in Item 1. of the Declarations stating when, no less than sixty (60) days thereafter or such longer period as may be required by law, such cancellation shall be effective. However, in the event the Insured fails to pay a premium when due, the Insurer may cancel this Policy MMFO 00002 00 (04/19)Page 24 of 26 effective upon ten (10) days’ written notice, or such longer period as may be required by law, by providing notice to the Named Insured in the manner set forth in the preceding sentence. 2. The Named Insured may cancel this Policy prospectively only by mailing the Insurer written notice stating when thereafter such cancellation shall be effective. In such event, the earned premium will be the greater of: (a) the amount calculated in accordance with the customary short rate table and procedure; or (b) the amount calculated in accordance with the Minimum Earned Premium percentage stated in Item 8. of the Declarations. 3. Premium adjustment may be made either at the time cancellation is effective or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 4. The Insurer will not be required to renew this Policy upon its expiration. M. Extended Reporting Periods If this Policy is canceled for any reason other than non-payment of premium or is not renewed by the Insurer, an Extended Reporting Period shall be made available to the Named Insured as described in this Condition M.; however, any such Extended Reporting Period shall apply only to Claims which arise out of Medical Incidents, acts, errors, omissions, Occurrences or offenses taking place before the effective date of such cancellation or non-renewal (“Termination Date”). No Extended Reporting Period shall in any way increase the Limits of Liability stated in Item 3. of the Declarations, and the Insurer’s Maximum Aggregate Limit of Liability for all Loss and Defense Expenses from all Claims first made during the Policy Period or any Extended Reporting Period shall not exceed the Maximum Aggregate Limit of Liability stated in Item 3(e) of the Declarations. The offer of renewal terms, conditions, limits of liability, retentions or premium different from those in effect prior to renewal shall not constitute cancellation or refusal to renew for purposes of this Condition M. The Extended Reporting Period will apply as follows: 1. The Named Insured shall be entitled to an automatic Extended Reporting Period of sixty (60) days, beginning as of the Termination Date and requiring no additional premium; provided, however, that such automatic Extended Reporting Period will remain in effect only as long as no other policy of insurance is in effect that would apply to any Claim made during such Extended Reporting Period. 2. The Named Insured may purchase an additional Extended Reporting Period for the period of time stated in Item 9. of the Declarations by notifying the Insurer in writing of its intention to do so no later than thirty (30) days after the Termination Date. The additional premium for this additional Extended Reporting Period shall be equal to the amount stated in Item 9. of the Declarations and must be paid no later than thirty (30) days after the Termination Date. If the Named Insured does not elect to purchase an additional Extended Reporting Period as described in Condition M.2. above or fails to pay the additional premium therefore within thirty (30) days after the Termination Date, the Named Insured will not have any right to purchase an additional Extended Reporting Period at a later time. Failure to elect to purchase an additional Extended Reporting Period or to pay the additional premium therefore will not affect the application of the automatic Extended Reporting Period described in Condition M.1 above. MMFO 00002 00 (04/19)Page 25 of 26 N. Representations and Warranties; Incorporation of Application The lnsureds represent and warrant that the particulars and statements contained in the Application attached to this Policy are true, accurate and complete, and agree that: 1. this Policy is issued and continued in force by the Insurer in reliance upon the truth of such representation; 2. those particulars and statements are the basis of this Policy; and 3. the Application and those particulars and statements are incorporated in and form a part of this Policy. No knowledge or information possessed by any Insured shall be imputed to any other Insured for purposes of this Condition N., except for material facts or information known to the person or persons who signed the Application. In the event of any material untruth, misrepresentation or omission in connection with any of the particulars or statements in the Application, this Policy shall be void with respect to any Insured who knew of such untruth, misrepresentation or omission, or to whom such knowledge is imputed. O. Action against Insurer 1. No action shall lie against the Insurer unless, as conditions precedent thereto, the Insureds have fully complied with all of the terms of this Policy and the amount of the Insureds’ obligation to pay has been finally determined either by judgment against the Insureds after adjudicatory proceedings, or by written agreement of the Insureds, the claimant and the Insurer. 2. No individual or entity shall have any right under this Policy to join the Insurer as a party to any Claim to determine the liability of any Insured; nor shall the Insurer be impleaded by an Insured or his, her or its legal representative in connection with any such Claim. P. Insolvency of Insured The Insurer shall not be relieved of any of its obligations under this Policy by the bankruptcy or insolvency of any of the Insureds or any of their estates. Q. Notice 1. Notice to any Insured shall be sent to Named Insured at the address designated in Item 1. of the Declarations. The Insureds agree that the Named Insured shall act on their behalf with respect to receiving any notices and any return premiums from the Insurer. 2. Notice to the Insurer shall be sent to the address designated in Item 6. of the Declarations. R. Sanctions The Insurer shall not be deemed to provide cover nor be liable to pay any claim or provide any benefit under this Policy to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose the Insurer to any sanction, prohibition or restitution, including under United Nations resolutions, or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America. S. Changes Notice to or knowledge possessed by any agent or other person acting on behalf of the Insurer shall not affect a waiver or change in any part of this Policy or estop the Insurer MMFO 00002 00 (04/19)Page 26 of 26 from asserting any right under this Policy. This Policy can be altered, waived or changed only by written endorsement issued to form a part of this Policy. T. Assignment No assignment of interest under this Policy shall bind the Insurer without its written consent issued as an endorsement to form a part of this Policy. U. Entire Agreement The Insureds agree that this Policy, including the Application, Declarations and any endorsements, constitutes the entire agreement between them and the Insurer or any of the Insurer’s agents relating to this insurance. V. Headings The descriptions in the headings and sub-headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed on the Declarations Page. 18 EXHIBIT E BASIC INSURANCE AND BOND REQUIREMENTS FOR NON-PROFIT CONTRACTS Definition of Contractor: The "Contractor" as the word is used in this Exhibit E is the party contracting with the City of Cupertino for the direct distribution of HSG funds. Indemnity The Contractor shall indemnify, defend, and hold harmless the City of Cupertino (hereinafter "City"), its officers, agents and employees from any loss, liability, claim, injury or damage arising out of, or in connection with performance of this Contract by Contractor and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused solely by the acts or omissions of personnel employed by the City. It is the intent of the parties to this Contract to provide the broadest possible coverage for the City. The Contractor shall reimburse the City for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Contractor is obligated to indemnify, defend and hold harmless the City under this Contract. Insurance Without limiting the Contractor's indemnification of the City, the Contractor shall provide and maintain at its own expense, during the term of this Contract, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Contract, the Contractor shall provide on the City's own form or a form approved by the City's Insurance Manager an original plus one copy of a Certificate of Insurance certifying that coverage as required herein has been obtained and remains in force for the period required by this Contract. The contract number and program name must be stated on the Certificate of Insurance. The City's Special Endorsement form shall accompany the certificate. Individual endorsements executed by the insurance carrier may be substituted for the City's Special Endorsement form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall be provided by the Contractor upon request. This verification of coverage shall be sent to the address as shown on the City's Certificate of Insurance form and to the Community Development Department at the address set forth in this Contract at Section VI. PROGRAM COORDINATION, Paragraph C., NOTICES. The Contractor shall not issue a Notice to Proceed with the work under this Contract until it has obtained all insurance required and such insurance has been approved by the City. This approval of insurance shall neither relieve nor decrease the liability of the Contractor. B. Notice of Cancellation of Reduction of Coverage All policies shall contain a special provision for thirty (30) days prior written notice of any cancellation or reduction in coverage to be sent to the Community Development Department, 10300 Torre Avenue, Cupertino, CA 95014. C. Qualifying Insurers 19 All policies shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII, according to the current Best's Key Rating Guide, unless otherwise approved by the City's Insurance Manager. D. Insurance Required 1. Comprehensive General Liability Insurance - for bodily injury (including death) and property damage which provides limits of not less than one million dollars ($1,000,000) combined single limit (CSL) per occurrence. OR 2. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. General limit per occurrence - $1,000,000 b. General limit aggregate - $2,000,000 c. Products/Completed Operations- $1,000,000 aggregate d. Personal Injury limit - $1,000,000 If coverage is provided under a Commercial General Liability Insurance form, the carrier shall provide the City Insurance Manager with a quarterly report of the amount of aggregate limits expended to that date. If over 50% of the aggregate limits have been paid or reserved, the City may require additional coverage to be purchased by the Contractor to restore the required limits. 3. For either type of insurance, coverage shall include: a. Premises and Operations b. Products/Completed Operations with limits of one million dollars ($1,000,000) per occurrence/ aggregate to be maintained for two (2) years following acceptance of the work by the City. c. Contractual Liability expressly including liability assumed under this Contract. d. Personal Injury liability. e. Independent Contractors' (Protective) liability. f. Severability of Interest clause providing that the coverage applies separately to each insured except with respect to the limits of liability. 20 4. For either type of insurance, coverage shall include the following endorsements, copies of which shall be provided to the City: a. Additional Insured Endorsement: Such insurance as is afforded by this policy shall also apply to the City of Cupertino, and members of the City Council, and the officers, agents and employees of the City of Cupertino, individually and collectively, as additional insureds. b. Primary Insurance Endorsement: Such insurance as is afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the City of Cupertino, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. c. Notice of Cancellation or Change of Coverage Endorsement: This policy may not be cancelled nor the coverage reduced by the Company without 30 days prior written notice of such cancellation or reduction in coverage to the City of Cupertino at the address shown on the Certificate of Insurance. d. Contractual Liability Endorsement: This policy shall apply to liability assumed by the insured under written contract with the City of Cupertino. e. Personal Injury Endorsement: The provisions of this policy shall provide Personal Injury coverage. f. Severability of Interest Endorsement: The insurance afforded by this policy shall apply separately to each insured that is seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's limit of liability. 5. Comprehensive Automobile Liability Insurance for bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 6. Worker's Compensation and Employer's Liability Insurance for: a. Statutory California Workers' Compensation coverage including a broad form all- states endorsement. 21 b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees engaged in services or operations under this Contract. c. Inclusion of the City and its governing board(s), officers, representatives, agents, and employees as additional insureds, or a waiver of subrogation. 7. Professional Errors and Omissions Liability Insurance This type of insurance should be provided by persons/entities you contract with to provide you with professional services. a. Limits of not less than one million dollars ($1,000,000). b. If this policy contains a self retention limit, it shall not be greater than ten thousand dollars ($10,000) per occurrence/event. c. This coverage shall be maintained for a minimum of two (2) years following termination of this Contract. The City must first approve any exceptions to the above requirements. 8. Bond Requirements Fidelity Bond - Before receiving compensation under this Contract, Contractor will furnish City with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Contract, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount of AT LEAST fifteen percent (15%) of the maximum financial obligation of the City cited herein. If such bond is cancelled or reduced, Contractor will notify City immediately, and City may withhold further payment to Contractor until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Contract, at the option of the City. 9. Special Provisions The following provisions shall apply to this Contract: a. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Contractor and any approval of said insurance by the City or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Contract, including but not limited to the provisions concerning indemnification. b. The City acknowledges that some insurance requirements contained in this Contract may be fulfilled by self-insurance on the part of the Contractor. 22 However, this shall not in any way limit liabilities assumed by the Contractor under this Contract. The City shall approve any self-insurance in writing. c. The City reserves the right to withhold payments to the Contractor in the event of material noncompliance with the insurance requirements outlined above. d. If the Contractor fails to maintain such insurance as is called for herein, the City must order the Contractor to immediately suspend work at Contractor's expense until a new policy of insurance is in effect. General Fund Human Service Grant Program Public Services Final Audit Report 2025-10-09 Created:2025-09-23 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAG6qiUDNZA-gTXmk28w-WOuSMFsIn8rtr "General Fund Human Service Grant Program Public Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-09-23 - 11:03:31 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-09-23 - 11:06:43 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-09-23 - 11:06:53 PM GMT- IP address: 34.229.116.69 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-09-23 - 11:55:03 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to dtaylor@catholiccharitiesscc.org for signature 2025-09-23 - 11:55:05 PM GMT Email viewed by dtaylor@catholiccharitiesscc.org 2025-09-24 - 1:37:04 AM GMT- IP address: 74.125.209.137 New document URL requested by dtaylor@catholiccharitiesscc.org 2025-10-03 - 4:05:43 PM GMT- IP address: 99.162.147.238 Email viewed by dtaylor@catholiccharitiesscc.org 2025-10-03 - 4:06:10 PM GMT- IP address: 66.249.88.163 Signer dtaylor@catholiccharitiesscc.org entered name at signing as Don Taylor 2025-10-03 - 4:12:19 PM GMT- IP address: 99.162.147.238 Document e-signed by Don Taylor (dtaylor@catholiccharitiesscc.org) Signature Date: 2025-10-03 - 4:12:21 PM GMT - Time Source: server- IP address: 99.162.147.238 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-10-03 - 4:12:23 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-10-03 - 4:12:31 PM GMT- IP address: 54.175.189.23 Email viewed by Michael Woo (michaelw@cupertino.org) 2025-10-09 - 5:02:22 PM GMT- IP address: 54.197.44.149 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-10-09 - 5:05:23 PM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2025-10-09 - 5:05:25 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2025-10-09 - 5:05:43 PM GMT- IP address: 3.81.151.214 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2025-10-09 - 5:53:49 PM GMT - Time Source: server- IP address: 174.193.199.2 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-10-09 - 5:53:51 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-10-09 - 5:53:58 PM GMT- IP address: 44.200.107.178 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-10-09 - 11:56:56 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-10-09 - 11:56:56 PM GMT